Adjustments to Exercise Price. The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events: (i) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be. (ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it. (b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.
Appears in 8 contracts
Samples: Put Option Agreement (Repsol Ypf Sa), Put Option Agreement (Repsol Ypf Sa), Put Option Agreement (Repsol Ypf Sa)
Adjustments to Exercise Price. NUMBER OF RIGHTS The Exercise Price for Price, the Put Options shall be number of Common Shares or other securities subject to purchase on the exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this section 3.2.
(without duplicationa) upon If the occurrence of Corporation at any of time after the following eventsRecord Time and prior to the Expiration Time:
(i) The issuance declares or pays a dividend on the Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) other than pursuant to any dividend reinvestment program and other than a dividend payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in lieu of (and having a value no greater than) a dividend paid in the ordinary course;
(ii) subdivides or changes the outstanding Common Shares into a greater number of Common Stock as Shares;
(iii) combines or changes the outstanding Common Shares into a dividend or distribution to all holders smaller number of Common StockShares; or
(iv) issues any Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in respect of, in lieu of, or a subdivision or combination of in exchange for existing Common Stock, in which event Shares; the Exercise Price shall and the number of Rights outstanding (or, if the payment or effective date therefor occurs after the Separation Time, the securities purchasable on exercise of Rights) will be adjusted based on in the following formula: where: EP0 = manner. If the Exercise Price and number of Rights are to be adjusted (y) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the Close number of Business on Common Shares (or other securities of the Record Date for such dividend or distribution, or Corporation) (the "EXPANSION FACTOR") that a holder of one Common Share immediately prior to such dividend, subdivision, combination, change or issuance would hold thereafter as a result thereof and (z) each Right held prior to such adjustment will become that number of Rights equal to the Open Expansion Factor, and the adjusted number of Business Rights will be deemed to be allocated among the Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the securities of the Corporation issued in respect of such dividend, subdivision, consolidation, change or issuance, so that each such Common Share (or other security of the Corporation) will have exactly one Right associated with it. For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable on exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable on exercise of one Right immediately prior to such dividend, subdivision, consolidation, change or issuance would hold thereafter as a result thereof. Adjustments pursuant to this subsection will be made successively whenever an event referred to in this subsection occurs.
(b) If the Corporation at any time after the Record Time and prior to the Expiration Time fixes a record date for the issuance of rights, options or warrants to all or substantially all holders of Common Shares entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Common Shares (or securities convertible into or exchangeable for or carrying a right to acquire Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to acquire Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right, per share) less than 95% of the Market Price per Common Share on the effective second Trading Day immediately preceding such record date, the Exercise Price in respect of the Rights to be in effect after such record date will be determined by multiplying the Exercise Price in respect of the Rights in effect immediately prior to such record date by a fraction (i) the numerator of which will be the number of Common Shares outstanding on such record date, plus the number of Common Shares that the aggregate offering price of the total number of Common Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price per Common Share and (ii) the denominator of which will be the number of Common Shares outstanding on such record date, plus the number of additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of consideration, part or all of which is in a form other than cash, the value of such consideration will be as determined in good faith by the Board of Directors, whose determination will be described in a statement filed with the Rights Agent and will be binding on the Rights Agent and the holders of the Rights. Such adjustment will be made successively whenever such a record date is fixed. To the extent that such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued on exercise of such rights, options or warrants.
(c) For purpose of this agreement, the granting of the right to purchase Common Shares (whether from treasury or otherwise) pursuant to a dividend reinvestment plan or any employee benefit, stock option or similar plans will be deemed not to constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in all such cases, the right to purchase Common Shares is at a price per share of not less than 90% of the then current market price per share (determined as provided in such plans) of the Common Shares.
(d) If the Corporation at any time after the Record Time and prior to the Expiration Time fixes a record date for a distribution to all or substantially all holders of Common Shares (including any such subdivision distribution made in connection with a merger in which the Corporation is the continuing corporation) of (i) evidences of indebtedness or combinationassets, including cash (other than a dividend paid in the ordinary course or a dividend paid in Common Shares, but including any dividend payable in securities other than Common Shares), (ii) rights, options or warrants entitling them to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for or carrying a right to acquire Common Shares) (excluding those referred to in subsection 3.2(b)) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to acquire Common Shares, having a conversion, exchange or exercise price, including the price required to be paid to purchase such convertible or exchangeable security or right, per share) that is less than 95% of the Market Price per Common Share on the second Trading Day immediately preceding such record date or (iii) other securities of the Corporation, the Exercise Price will be adjusted as the case may be; EP1 = follows. The Exercise Price in effect after such record date will equal the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to such record date less the Close fair market value (as determined in good faith by the Board of Business on Directors) of the Record Date for such dividend portion of the evidences of indebtedness, assets, rights, options or distribution, warrants or immediately prior other securities so to be distributed applicable to the Open securities purchasable on exercise of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may beone Right. Such adjustment shall become effective immediately after the Close of Business on the Record Date for adjustments will be made successively whenever such dividend or distributiona record date is fixed and, or immediately after the Open of Business on the effective date for if such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again in respect of the Rights will be adjusted to be the Exercise Price that in respect of the Rights which would then be have been in effect if such dividend or distribution record date had not been declared fixed.
(e) Notwithstanding anything in this agreement to the contrary, no adjustment of the Exercise Price will be required unless such adjustment would require an increase or announceddecrease of at least 1% in the Exercise Price; provided, however, that any adjustments which by reason of this subsection are not required to be made will be carried forward and taken into account in any subsequent adjustment. All calculations under section 3.2 will be made to the nearest cent or to the nearest ten-thousandth of a Common Share or other share, as the case may be.
(iif) In If as a result of an adjustment made pursuant to section 4.1, the event holder of any Right thereafter exercised will become entitled to receive any shares other than Common Shares, thereafter the number of such other shares so receivable upon exercise of any Right and the applicable Exercise Price thereof will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as is practicable to the provisions with respect to the Common Shares contained in this section 3.2, and the provisions of this agreement with respect to the Common Shares will apply on like terms to any such other shares.
(g) All Rights originally issued by the Corporation subsequent to any adjustment made to the Exercise Price will evidence the right to purchase, at the adjusted Exercise Price, the number of Common Shares purchasable from time to time hereunder upon exercise of the Rights, all subject to further adjustment as provided herein.
(h) Unless the Corporation has exercised its election as provided in subsection (i), upon each adjustment of an Exercise Price as a result of the calculations made in subsections (b) and (d), each Right outstanding immediately prior to the making of such adjustment will thereafter evidence the right to purchase, at the adjusted Exercise Price, that number of Common Shares obtained by:
(i) multiplying (A) any subdivision or split the number of the outstanding ADSs, Common Shares covered by a Right immediately prior to such adjustment by (B) the Exercise Price in effect immediately prior to such adjustment; and
(ii) dividing the product so obtained by the Exercise Price in effect immediately after such adjustment.
(i) The Corporation may elect on or after the date of any distribution adjustment of additional ADSs an Exercise Price to adjust the number of Rights, in lieu of any adjustment in the number of Common Shares purchasable upon the exercise of a Right. Each of the Rights outstanding after the adjustment in the number of Rights will be exercisable for the number of Common Shares for which such a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights will become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the relevant Exercise Price in effect immediately prior to adjustment of the relevant Exercise Price by the relevant Exercise Price in effect immediately after adjustment of the relevant Exercise Price. The Corporation will make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount of the adjustment to be made. This record date may be the date on which the relevant Exercise Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, will be at least 10 days later than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this subsection, the Corporation, as promptly as is practicable, will cause to be distributed to holders of ADSsrecord of Rights Certificates on such record date, or (C) any combination Rights Certificates evidencing, subject to section 6.4, the additional Rights to which such holders will be entitled as a result of such adjustment, or, at the option of the outstanding ADSs into a smaller Corporation, will cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the Corporation, new Rights Certificates evidencing all the Rights to which such holders will be entitled after such adjustment. Rights Certificates to be so distributed will be issued, executed and countersigned in the manner provided for herein and may bear, at the option of the Corporation, the relevant adjusted Exercise Price and will be registered in the names of holders of record of Rights Certificates on the record date specified in the public announcement.
(j) Irrespective of any adjustment or change in an Exercise Price or the number of ADSsCommon Shares issuable upon the exercise of the Rights, the Seller shall adjust Rights Certificates previously and thereafter issued may continue to express the relevant Exercise Price per Common Share and the number of Common Shares which were expressed in the initial Rights Certificates issued hereunder.
(and shall make k) In any case in which this section 3.2 requires that an adjustment in an Exercise Price be made effective as of a corresponding adjustment record date for a specified event, the Corporation may elect to defer, until the occurrence of such event, the issuance to the Number holder of Put Options pursuant to Section 4.02) any Right exercised after such record date of the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the basis of the relevant Exercise Price in effect immediately before prior to such adjustment; provided, however, that the Corporation delivers to such holder a due xxxx or other appropriate instrument evidencing such holder's right to receive such additional Common Shares or other securities upon the occurrence of the event triggering requiring such adjustment.
(l) Notwithstanding anything in this section 3.2 to the adjustment so that contrary, the Seller Corporation will be entitled to receivemake such reductions in the Exercise Price, in addition to those adjustments expressly required by this section 3.2, as and to the extent that in its good faith judgment the Board of Directors determines to be advisable in order that any (i) consolidation or subdivision of Common Shares, (ii) issuance wholly for cash of any Common Share or securities that by their terms are convertible into or exchangeable for Common Shares, (iii) stock dividends or (iv) issuance of rights, options or warrants referred to in this section 3.2, hereafter made by the Corporation to holders of its Common Shares, will not be taxable to such shareholders.
(m) The Corporation covenants and agrees that, after the Separation Time, except as permitted by section 6.1 or 6.5, it will not take (or permit any Subsidiary of the Corporation to take) any action if at the time such action is taken it is reasonably foreseeable that such action would diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.
(n) Whenever an adjustment to the Exercise Price or a change in the securities purchasable upon the Holder’s exercise of the Put Options issued hereunderRights is made pursuant to this section 3.2, the number of ADSs that Corporation will promptly:
(i) file with the Seller would have been entitled to receive upon Rights Agent and with the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised transfer agent for the underlying ADS immediately before this event Common Shares a certificate specifying the particulars of such adjustment or any record date with respect to it.change; and
(bii) If cause notice of the Common Stock ceases particulars of such adjustment or change to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement given to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that dayRights. The failure to file such certificate or cause such notice to be given as aforesaid, or any defect therein, will not affect the validity of any such adjustment or change.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (724 Solutions Inc), Shareholder Rights Plan Agreement (Sand Technology Inc)
Adjustments to Exercise Price. The Exercise Price for in effect at any time and the Put Options number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment (without duplication) upon the occurrence of any of the following eventsas follows:
(ia) The issuance In case the Company shall, subsequent to the effectiveness of a two-for-one stock distribution on or about the date of the closing pursuant to the Subscription Agreement whereby the Company issued one additional share of Common Stock as for each share of Common Stock outstanding on the record date, (i) pay a dividend or make a distribution to all holders on its shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a subdivision greater number of shares or combination otherwise effect a stock split or distribution, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of Common Stockshares or otherwise effect a reverse split, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to at the Close time of Business on the Record Date record date for such dividend or distributiondistribution or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised immediately prior to the Open of Business on the effective date for such subdivision time, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, combination or combination, as the case may be; EP1 = reclassification. Such adjustment shall be made successively whenever any event listed in this Section 6(a) shall occur.
(b) Whenever the Exercise Price in effect immediately after the Close payable upon exercise of Business on the Record Date for such dividend or distributioneach Warrant is adjusted pursuant to this Section 6, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock that issuable upon exercise of each Warrant in effect on immediately prior to the adjustment by the Exercise Price then in effect and dividing the product so obtained by the Exercise Price, as adjusted. In no event shall the Exercise Price per share be less than the par value per share, and, if any adjustment made pursuant to said Section 6 would result in an Exercise Price which would be outstanding immediately afterless than the par value per share, and solely as a result ofthen, in such dividendevent, distributionthe Exercise Price per share shall be the par value per share; provided, subdivision or combination; ADS0 = however, that the limitation contained in this sentence shall not affect the number of shares of Common Stock represented by an ADS immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may beWarrant.
(iic) In the event that at any time, as a result of (A) an adjustment made pursuant to this Section 6, the Holder of any subdivision or split Warrant thereafter shall become entitled to receive any shares of the outstanding ADSsCompany, (B) any distribution of additional ADSs to holders of ADSsother than Common Stock, or (C) any combination of thereafter the outstanding ADSs into a smaller number of ADSs, such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the Seller shall adjust provisions with respect to the Common Stock contained in this Sections 6.
(d) Irrespective of any adjustments in the Exercise Price (and shall make a corresponding adjustment to or the Number number or kind of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, shares purchasable upon the Holder’s exercise of Warrants, Warrants theretofore or thereafter issued may continue to express the Put Options same price and number and kind of shares as are stated in this and similar Warrants initially issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that dayCompany.
Appears in 2 contracts
Samples: Warrant Agreement (Lawrence Consulting Group Inc), Warrant Agreement (Lawrence Consulting Group Inc)
Adjustments to Exercise Price. The Exercise Price for in effect at any time and the Put Options number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment (without duplication) upon the occurrence of any of the following eventsas follows:
(a) In case the Company shall, subsequent to the date of the initial issuance of this Warrant, (i) The issuance pay a dividend or make a distribution on its shares of Common Stock as a dividend or distribution to all holders in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a subdivision greater number of shares or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in otherwise effect immediately prior to the Close of Business on the Record Date for such dividend a stock split or distribution, or immediately prior to the Open (iii) combine or reclassify its outstanding Common Stock into a smaller number of Business on the effective date for shares or otherwise effect a reverse split, then, in each such subdivision or combinationevent, as the case may be; EP1 = the Exercise Price in effect immediately after shall, simultaneously with the Close happening of Business on such event, be adjusted by multiplying the Record Date for such dividend or distributionthen Exercise Price by a fraction, or immediately after the Open numerator of Business on the effective date for such subdivision or combination, as the case may be; OS0 = which shall be the number of shares of Common Stock outstanding immediately prior to such event and the Close denominator of Business which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 6. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the Record Date for such dividend or distributionexercise hereof as provided in Section 1, or immediately prior be entitled to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 6(a)) be outstanding immediately afterissuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 6(a)) be in effect, and solely as (b) the denominator is the Exercise Price in effect on the date of such exercise (prior to any adjustment pursuant to Section 6(f) of this Warrant).
(b) In case the Company shall, subsequent to the date of the initial issuance of this Warrant, distribute to all holders of Common Stock evidences of its indebtedness or assets (excluding (x) cash dividends or distributions paid out of current earnings and (y) dividends or distributions referred to in Section 6(a) of this Warrant, then in each such case the Exercise Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately prior thereto by a result offraction, such dividend, distribution, subdivision or combination; ADS0 = of which the numerator shall be the total number of shares of Common Stock represented outstanding multiplied by an ADS immediately prior to the Close Current Market Price per share of Business on Common Stock, less the Record Date for fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such dividend rights or distributionwarrants, or immediately prior to and of which the Open of Business on denominator shall be the effective date for such subdivision or combination, as the case may be; and ADS1 = the total number of shares of Common Stock represented outstanding multiplied by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may beCurrent Market Price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the Close record date for the determination of Business on stockholders entitled to receive such distribution.
(c) If, while this Warrant is outstanding, the Record Date for such dividend Company sells or distributionotherwise issues any Convertible Securities, shares of Common Stock, or immediately after the Open shares of Business on the effective date for such subdivision any class of capital stock at a price per share of Common Stock, or combinationwith a conversion right or exercise price to acquire Common Stock at a price per share of Common Stock (other than (x) an Exempt Issuance, as defined in the case may be. If any dividend Loan Agreement, or distribution (y) an issuance covered by Section 6(a) or 6(b) of this Warrant), that is less than the type described Exercise Price in this Section 4.01(a) is declared but not so paid or madeeffect at the time of such sale (such lower price being referred to as the “Lower Price”), the Exercise Price shall again be reduced to an adjusted Exercise Price which is equal to the Exercise Lower Price. Such adjustment shall be made successively whenever any such sale or other issuance at a Lower Price that would then be in effect if such dividend is made. The term “Convertible Security” shall mean any debt or distribution had not been declared equity security or announced, as the case may be.
(ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, instrument upon the Holder’s conversion or exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of which shares of Common Stock represented by an ADS on the date the Common Stock ceases to may be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that dayissued.
Appears in 2 contracts
Samples: Warrant Agreement (NaturalNano , Inc.), Warrant Agreement (NaturalNano , Inc.)
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 x OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1 = EP0 x OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Close of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Record Date for such issuance; EP1 = the Exercise Price in effect immediately after the Close of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Record Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Close of Business on the date Record Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities or the Company’s assets or (iv) property or Cash (excluding any ordinary cash dividends declared by the Board of Directors and excluding any dividend, distribution or issuance covered by clauses (a) or (b) above), in which event the Exercise Price will be adjusted based on the last day following formula: EP1 = EP0 x SP0 – FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash (other than in the case of ordinary cash dividends declared by the Board of Directors) expressed as an amount per share of outstanding Common Stock. In the event of a reduction of the VEBA Exercise Price under the VEBA Warrant Agreement (other than pursuant to Article 5 of the VEBA Warrant Agreement) below 125% of the Exercise Price as adjusted to such date pursuant to this Article 5, such reduction shall be treated as a distribution of property where the FMV of such property for purposes of this adjustment shall be equal to the absolute value of the difference between (i) the Black Scholes Warrant Value of the outstanding VEBA Warrants with a VEBA Exercise Price equal to 125% of the Exercise Price as adjusted to such date pursuant to this Article 5 and (ii) the Black Scholes Warrant Value of the outstanding VEBA Warrants immediately following such reduction in VEBA Exercise Price, expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: EP1 = EP0 x MP0 MP0 + FMV0 where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Close of this Put Option Agreement, Business on the Record Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the purposes of Section 5.01(a), (b) and (c), any dividend or distribution to which Section 5.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 5.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 5.01(c) that begins with the word “excluding”)) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 5.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on that daythe Record Date.”
Appears in 2 contracts
Samples: Warrant Agreement (General Motors Co), Warrant Agreement (General Motors Co)
Adjustments to Exercise Price. The Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:. If any dividend, distribution or issuance described below is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would have been in effect if such dividend, distribution or issuance had not been declared.
(ia) The issuance If the Company issues solely shares of Common Stock as a dividend or distribution to on all holders or substantially all of its shares of Common Stock, or a subdivision if the Company subdivides or combination of combines its Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 × OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for of such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for of such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for of such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior after giving effect to the Close of Business on the Record Date for such dividend or distribution, distribution or immediately prior to the Open of Business on after the effective date for of such subdivision or combination, as the case may be.
(b) If the Company distributes any rights, options or warrants on all or substantially all of the shares of Common Stock entitling the holders of shares of Common Stock for a period of not more than sixty (60) calendar days from the Ex-Date for such distribution to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share (or a conversion price per share) less than the average of the Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Exercise Price shall be decreased based on the following formula: EP1 = EP0 × OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution; and ADS1 EP1 = the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately after giving effect prior to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.
(ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.;
Appears in 2 contracts
Samples: Warrant Agreement (Intersections Inc), Warrant Agreement (Intersections Inc)
Adjustments to Exercise Price. The After the date on which the Warrants are first issued and while any Warrants remain outstanding and unexpired, the Exercise Price for the Put Options shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock Shares as a dividend or distribution to all holders of Common StockShares, or a subdivision share split or share combination (including a reverse split) or reclassification of the outstanding Common StockShares, in which event the Exercise Price shall be adjusted based on the following formula: E1 = E0 where: EP0 E1 = the Exercise Price in effect immediately after (i) the Open of Business on the Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification; E0 = the Exercise Price in effect immediately prior to (i) the Close Open of Business on the Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification; N0 = the number of Common Shares outstanding immediately prior to (i) the Open of Business on the Record Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, split, reverse split or reclassification; and N1 = the number of Common Shares equal to (i) in the case of a dividend or distribution, the sum of the number of Common Shares outstanding immediately prior to the Open of Business on the Record Date for such dividend or distribution, or immediately prior distribution plus the total number of Common Shares issued pursuant to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distributiondistribution or (ii) in the case of a subdivision, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = split, reverse split or reclassification, the number of shares of Common Stock Shares outstanding immediately prior to the Close of Business on the Record Date for after such dividend or distributionsubdivision, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately aftersplit, and solely as a result of, such dividend, distribution, subdivision reverse split or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may bereclassification. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after (i) the Open of Business on the effective date for such subdivision Ex-Date in the case of a dividend or distribution or (ii) the consummation of the transaction in the case of a subdivision, combination, as the case may besplit, reverse split or reclassification. If any dividend or distribution or subdivision, combination, split, reverse split or reclassification of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision, combination, split, reverse split or reclassification had not been declared or announced, as the case may be.
(iib) The issuance as a dividend or distribution to all holders of Common Shares of evidences of indebtedness, Securities of the Company or any other Person (other than Common Shares), Cash or other property (excluding any dividend or distribution covered by Section 4.01(a)), in which event the Exercise Price will be adjusted based on the following formula: E1 = E0 where: E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; P = the Fair Value of a Common Share as of immediately prior to the Open of Business on the second Business Day preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Value of the portion of such dividend or distribution applicable to one Common Share as of the Open of Business on the date of such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event of (A) any subdivision that such dividend or split of the outstanding ADSsdistribution is declared or announced but not so paid or made, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(c) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 4.01, only one adjustment shall be made and such adjustment shall make a corresponding be the amount of adjustment that has the highest, relative to the Number rights and interests of Put Options the registered holders of the Warrants then outstanding, absolute value. For the purpose of calculations pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunderSection 4.01, the number of ADSs Common Shares outstanding shall be equal to the sum of (i) the number of Common Shares issued and outstanding and (ii) the number of Common Shares issuable pursuant to the conversion or exercise of Convertible Securities that are outstanding, in each case on the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record applicable date with respect to itof determination.
(bd) If The Company may from time to time, to the Common Stock ceases extent permitted by Law, decrease the Exercise Price and/or increase the Number of Warrants by any amount for any period of at least twenty days. In that case, the Company shall give the Global Warrant Holder and the Warrant Agent at least ten days’ prior written notice of such increase or decrease, and such notice shall state the decreased Exercise Price and/or increased Number of Warrants and the period during which the decrease and/or increase will be in effect. The Company may make such decreases in the Exercise Price and/or increases in the Number of Warrants, in addition to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references those set forth in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange)Article 4, as the case may beBoard deems advisable, as adjusted, pursuant including to the adjustment provisions of this Put Option Agreement, for avoid or diminish any other property the ADSs represented as if the other property had been distributed income tax to holders of the ADSs Common Shares resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.
(e) Notwithstanding this Section 4.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment becomes effective on that dayany Ex-Date, and a Warrant has been exercised on or after such Ex-Date and on or prior to the related Record Date resulting in the Person issued Common Shares being treated as the record holder of the Common Shares on or prior to the Record Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 4.01, the Exercise Price adjustment relating to such Ex-Date will not be made with respect to such Warrant. Instead, such Person will be treated as if it were the record owner of Common Shares on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
Appears in 2 contracts
Samples: Warrant Agreement (Comstock Oil & Gas, LP), Warrant Agreement (Comstock Oil & Gas, LP)
Adjustments to Exercise Price. The price per share of Common Stock for which this Option may be exercised (the “Exercise Price for the Put Options shall be Price”) is $1.036, subject to adjustment (without duplication) upon the occurrence of any of the following eventsas follows:
(ia) The issuance If Company shall, at any time or from time to time after the date hereof, effect a subdivision of the outstanding Common Stock, the Exercise Price in effect immediately before that subdivision shall be proportionately decreased. Conversely, if Company shall, at any time or from time to time after the date hereof, combine the outstanding shares of Common Stock as into a smaller number of shares, the Exercise Price in effect immediately before that combination shall be proportionately increased. Any adjustment pursuant to this clause (a) shall become effective at the close of business on the date the subdivision or combination becomes effective.
(b) If Company, at any time or from time to time after the date hereof, makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution to all holders of Common Stock, or a subdivision or combination payable in additional shares of Common Stock, in each such event the Exercise Price that is then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Exercise Price then in effect by a fraction (i) the numerator of which event is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted based pursuant to this clause (b) to reflect the actual payment of such dividend or distribution.
(c) If at any time or from time to time after the date hereof, the Common Stock issuable upon the exercise of the Option is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 4.5), in any such event Investor shall have the right thereafter to exercise the Option into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the maximum number of shares of Common Stock for which the Option could have been exercised immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.
(d) If at any time or from time to time after the date hereof, there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification, exchange, or substitution of shares provided for elsewhere in this Section 4.5), as a part of such capital reorganization, provision shall be made so that Investor shall thereafter be entitled to receive upon exercise of the Option the number of shares of stock or other securities or property of Company to which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the following formula: where: EP0 = terms thereof. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4.5 with respect to the rights of Investor after the capital reorganization to the end that the provisions of this Section 4.5 shall be applicable after that event and be as nearly equivalent as practicable.
(e) If at any time or from time to time after the date hereof Company issues or sells, or is deemed by the provisions of this clause (f) to have issued or sold, Additional Shares of Common Stock, otherwise than in connection with a stock split or combination as provided in clause (a) above, a dividend or distribution as provided in clause (b) above, a reclassification, exchange or substitution as provided in clause (c) above, or a reorganization, merger, consolidation or sale of assets as provided in clause (d) above, for an Effective Price that is less than the Exercise Price in effect immediately prior to such issue or sale (or deemed issue or sale), then, and in each such case, the Close then-existing Exercise Price shall be reduced as of Business the close of business on the Record Date date of such issue or sale to a price equal to the consideration per share received by Company for such dividend or distribution, or immediately prior Additional Shares of Common Stock so issued.
(f) For the purpose of making any adjustment to the Open Exercise Price required under this Section 4.5, if Company issues or sells any Rights or Options or Convertible Securities and if the Effective Price of Business on the effective date for shares of Common Stock issuable upon exercise of such subdivision Rights or combinationOptions and/or the conversion or exchange of Convertible Securities (computed without reference to any additional or similar protective or antidilution clauses) is less than the Exercise Price then in effect, then Company shall be deemed to have issued, at the time of the issuance of such Rights, Options or Convertible Securities, that number of Additional Shares of Common Stock that is equal to the maximum number of shares of Common Stock issuable upon exercise or conversion of such Rights, Options or Convertible Securities upon their issuance and to have received, as the Aggregate Consideration Received for the issuance of such shares, an amount equal to the total amount of the consideration, if any, received by Company for the issuance of such Rights or Options or Convertible Securities, plus, in the case may beof such Rights or Options, the minimum amounts of consideration, if any, payable to Company upon the exercise in full of such Rights or Options, plus, in the case of Convertible Securities, the minimum amounts of consideration, if any, payable to Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) upon the conversion or exchange thereof; EP1 = provided that:
(i) if the minimum amounts of such consideration cannot be ascertained, but are a function of antidilution or similar protective clauses, then Company shall be deemed to have received the minimum amounts of consideration without reference to such clauses;
(ii) if the minimum amount of consideration payable to Company upon the exercise of Rights or Options or the conversion or exchange of Convertible Securities is reduced over time or upon the occurrence or non-occurrence of specified events other than by reason of antidilution or similar protective adjustments, then the Effective Price shall be recalculated using the figure to which such minimum amount of consideration is reduced; and
(iii) if the minimum amount of consideration payable to Company upon the exercise of such Rights or Options or the conversion or exchange of Convertible Securities is subsequently increased, then the Effective Price shall again be recalculated using the increased minimum amount of consideration payable to Company upon the exercise of such Rights or Options or the conversion or exchange of such Convertible Securities.
(g) No further adjustment of the Exercise Price shall be made as a result of the actual issuance of shares of Common Stock on the exercise of any such Rights or Options or the conversion or exchange of any such Convertible Securities. If any such Rights or Options or the conversion rights represented by any such Convertible Securities shall expire without having been fully exercised, then the Exercise Price as adjusted upon the issuance of such Rights or Options or Convertible Securities shall be readjusted to the Exercise Price which would have been in effect had an adjustment been made on the basis that the only shares of Common Stock so issued were the shares of Common Stock, if any, that were actually issued or sold on the exercise of such Rights or Options or rights of conversion or exchange of such Convertible Securities, and such shares of Common Stock, if any, were issued or sold for the consideration actually received by Company upon such exercise, plus the consideration, if any, actually received by Company for the granting of all such Rights or Options, whether or not exercised, plus the consideration received for issuing or selling all such Convertible Securities actually converted or exchanged, plus the consideration, if any, actually received by Company (other than by cancellation of liabilities or obligations evidenced by such Convertible Securities) on the conversion or exchange of such Convertible Securities.
(h) No adjustment in the Exercise Price shall be made in respect of the issuance of Additional Shares of Common Stock unless the consideration per share for an Additional Share of Common stock issued or deemed to be issued by Company is less than the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior issue.
(i) All calculations under this Section 4.5 shall be made to the Open nearest 1/100th of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announcedshare, as the case may be.
(ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.
Appears in 2 contracts
Samples: Investor Rights Agreement (NCR Corp), Investor Rights Agreement (Document Capture Technologies, Inc.)
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 x OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1 = EP0 x OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Close of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Record Date for such issuance; EP1 = the Exercise Price in effect immediately after the Close of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Record Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Close of Business on the date Record Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities or the Company’s assets or (iv) property or Cash (excluding any ordinary cash dividends declared by the Board of Directors and excluding any dividend, distribution or issuance covered by clauses (a) or (b) above), in which event the Exercise Price will be adjusted based on the last day following formula: EP1 = EP0 x SP0 – FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash (other than in the case of ordinary cash dividends declared by the Board of Directors) expressed as an amount per share of outstanding Common Stock. In the event of a reduction of the Parent Exercise Price under either of the Parent Warrant Agreements (other than pursuant to Article 5 of a Parent Warrant Agreement), such reduction shall be treated, for purposes of this Warrant Agreement, as a distribution of property where the FMV of such property for purposes of this adjustment shall be equal to the absolute value of the difference between (i) the Black Scholes Warrant Value of such outstanding Parent Warrants with a Parent Exercise Price equal to the Parent Exercise Price as adjusted to such date pursuant to Article 5 of the applicable Parent Warrant Agreement and (ii) the Black Scholes Warrant Value of such outstanding Parent Warrants immediately following such reduction in Parent Exercise Price, expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: EP1 = EP0 x MP0 MP0 + FMV0 where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Close of this Put Option Agreement, Business on the Record Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the purposes of Section 5.01(a), (b) and (c), any dividend or distribution to which Section 5.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 5.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 5.01(c) that begins with the word “excluding”)) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 5.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on the Record Date.” Section 5.02. Adjustments to Number of Warrants. Concurrently with any adjustment to the Exercise Price under Section 5.01, the Number of Warrants for each Warrant Certificate will be adjusted such that daythe Number of Warrants for each such Warrant Certificate in effect immediately following the effectiveness of such adjustment will be equal to the Number of Warrants for each such Warrant Certificate in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.
Appears in 1 contract
Samples: Warrant Agreement
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 OS1 = the number of shares of Common Stock represented by an ADS that would be outstanding immediately after giving effect to after, and solely as a result of, such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Open of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Ex-Date for such issuance; EP1 = the Exercise Price in effect immediately after the Open of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Ex-Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Open of Business on the date Ex-Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Open of Business on the Ex-Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Ex-Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities or the Company’s assets or (iv) property or Cash (excluding any ordinary cash dividends declared by the Board of Directors and excluding any dividend, distribution or issuance covered by clauses (a) or (b) above), in which event the Exercise Price will be adjusted based on the last day following formula: where: EP0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash (other than in the case of ordinary cash dividends declared by the Board of Directors) expressed as an amount per share of outstanding Common Stock. In the event of a reduction of the Parent Exercise Price under either of the Parent Warrant Agreements (other than pursuant to Article 5 of a Parent Warrant Agreement), such reduction shall be treated, for purposes of this Warrant Agreement, as a distribution of property where the FMV of such property for purposes of this adjustment shall be equal to the absolute value of the difference between (i) the Black Scholes Warrant Value of such outstanding Parent Warrants with a Parent Exercise Price equal to the Parent Exercise Price as adjusted to such date pursuant to Article 5 of the applicable Parent Warrant Agreement and (ii) the Black Scholes Warrant Value of such outstanding Parent Warrants immediately following such reduction in Parent Exercise Price, expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Open of this Put Option Agreement, Business on the Ex-Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Open of Business on the Ex-Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that daysuch dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the purposes of Section 5.01(a), (b) and (c), any dividend or distribution to which Section 5.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 5.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 5.01(c) that begins with the word “excluding”)) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 5.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Open of Business on the Ex-Date.”
(e) Notwithstanding this Section 5.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment becomes effective on any Ex-Date and a Warrantholder that has exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Exercise Date as described under Section 3.04(b) based on an adjusted Exercise Price for such Ex-Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 5.01, the Exercise Price adjustment relating to such Ex-Date shall not be made for such exercising Warrantholder. Instead, such Warrantholder shall be treated as if such Warrantholder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Close of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Record Date for such issuance; EP1 = the Exercise Price in effect immediately after the Close of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Record Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Close of Business on the date Record Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or other distribution to all holders of Common Stock of shares of the Company’s Capital Stock (other than Common Stock) or evidences of the Company’s indebtedness, rights or warrants to purchase the Company’s securities, or the Company’s assets (excluding any dividend, distribution or issuance covered by clauses (a) or (b) above or (d) or (e) below), in which event the Exercise Price will be adjusted based on the last day following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Close of this Put Option Agreement, Business on the Record Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Close of Business on the Record Date for such dividend or distribution; FMV = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution (the “Valuation Period”); and MP0 = the average of the Closing Sale Prices of the Common Stock over the Valuation Period for such dividend or distribution. Such decrease shall be made immediately after the Close of Business on the last Trading Day of the Valuation Period for such dividend or distribution, but shall be given effect immediately after the Close of Business on the Record Date for such dividend or distribution. To the extent that daythe Exercise Date for any Warrant occurs during the Valuation Period for such dividend or distribution, the Settlement Date for such Warrants shall be postponed to the third Business Day immediately following the last Trading Day of such Valuation Period. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) Dividends or other distributions consisting exclusively of Cash to all holders of Common Stock, in which event the Exercise Price will be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and
Appears in 1 contract
Samples: Warrant Agreement (Ford Motor Co)
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of New Common Stock as a dividend or distribution to all holders of New Common Stock, or a subdivision subdivision, combination or combination reclassification of the outstanding shares of New Common StockStock into a greater or smaller number of shares, in which event the Exercise Price shall be adjusted based on the following formula: E1 = E 0 x N0 N1 where: EP0 E1 = the Exercise Price in effect immediately after the Open of Business on (i) the Ex-Date in the case of a dividend or distribution or (ii) the effective date in the case of a subdivision, combination or reclassification; E0 = the Exercise Price in effect immediately prior to the Close Open of Business on (i) the Record Ex-Date for such in the case of a dividend or distribution or (ii) the effective date in the case of a subdivision, combination or reclassification; N0 = the number of shares of New Common Stock outstanding immediately prior to the Open of Business on (i) the Ex-Date in the case of a dividend or distribution or (ii) the effective date in the case of a subdivision, combination or reclassification; and N1 = the number of shares of New Common Stock equal to (i) in the case of a dividend or distribution, or the sum of the number of shares outstanding immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Ex-Date for such dividend or distribution, distribution plus the total number of shares issued pursuant to such dividend or immediately after the Open of Business on the effective date for such subdivision distribution or combination, as (ii) in the case may be; OS0 = of a subdivision, combination or reclassification, the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for after such dividend subdivision, combination or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may bereclassification. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on (i) the Ex-Date in the case of a dividend or distribution or (ii) the effective date for such subdivision or combination, as in the case may beof a subdivision, combination or reclassification. If any dividend or distribution or subdivision, combination or reclassification of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision, combination or reclassification had not been declared or announced, as the case may be.
(iib) The issuance to all holders of New Common Stock of shares of New Common Stock (or Convertible Securities) at an Effective Consideration per share that is below the Closing Sale Price of a share of New Common Stock on the Trading Day immediately preceding the date of the announcement of such issuance, in which event the Exercise Price will be adjusted based on the following formula: E1 = E 0 x N0 + C/M N0 + NA where: E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such issuance; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such issuance; N0 = the number of shares of New Common Stock outstanding immediately prior to the Open of Business on the Ex-Date for such issuance; NA = the number of shares of New Common Stock issued and, if applicable, issuable upon exercise, conversion or exchange of any Convertible Securities assuming full physical settlement; C = the total consideration receivable by the Company on issuance and, if applicable, the exercise, conversion or exchange of any Convertible Securities assuming Full Physical Settlement; and M = the Closing Sale Price of a share of New Common Stock on the Trading Day immediately preceding the date of the announcement of such issuance. Such adjustment shall become effective immediately after the Open of Business on the Ex-Date for such issuance. In the event that an issuance of (A) any subdivision such New Common Stock or split of the outstanding ADSsConvertible Securities is announced but such New Common Stock or Convertible Securities are not so issued, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment again be adjusted to be the Exercise Price that would then be in effect if the Ex-Date for such issuance had not occurred. To the extent that any Convertible Securities are not exercised prior to their expiration or shares of New Common Stock are otherwise not delivered upon exercise of such Convertible Securities, upon the expiration, termination or maturity of such Convertible Securities, the Exercise Price shall be readjusted to the Number Exercise Price that would then be in effect had the adjustments made upon the issuance of Put Options pursuant such Convertible Securities been made on the basis of the delivery of only the number of shares of New Common Stock actually delivered. Except as set forth in the preceding two sentences, if the application of this clause (b) to Section 4.02any issuance would result in an increase in the Exercise Price, no adjustment shall be made for such issuance under this clause (b). An Exercise Price adjustment will not be applicable to any issuance of shares of New Common Stock upon exercise, exchange or conversion of any Convertible Securities if the Exercise Price was fully and properly adjusted at the time the Convertible Securities were issued or if no such adjustment was required hereunder at the time the Convertible Securities were issued.
(c) The issuance of shares of New Common Stock (or Convertible Securities) at an Effective Consideration that is less than the Exercise Price in effect immediately before prior to the Open of Business on the date of such issuance, in which event the Exercise Price will be adjusted based on the following formula: E1 = E 0 x N0 + C/E0 N0 + N A where: E1 = the Exercise Price in effect immediately after the Open of Business on the date of such issuance; E0 = the Exercise Price in effect immediately prior to the Open of Business on the date of such issuance; N0 = the number of shares of New Common Stock outstanding immediately prior to the Open of Business on the date of such issuance; NA = the number of shares of New Common Stock issued and, if applicable, issuable upon exercise, conversion or exchange of any Convertible Securities assuming Full Physical Settlement; and C = the total consideration receivable by the Company on issuance and, if applicable, the exercise, conversion or exchange of any Convertible Securities assuming Full Physical Settlement. Such adjustment shall become effective immediately after the Open of Business on the date of such issuance. In the event triggering that an issuance of such New Common Stock or Convertible Securities is announced but such New Common Stock or Convertible Securities are not so issued, the adjustment so Exercise Price shall again be adjusted to be the Exercise Price that would then be in effect if the Seller will be entitled issuance had not occurred. To the extent that such Convertible Securities are not exercised prior to receivetheir expiration or shares of New Common Stock are otherwise not delivered pursuant to such Convertible Securities, upon the Holder’s exercise expiration, termination or maturity of such Convertible Securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such Convertible Securities been made on the basis of the Put Options issued hereunder, delivery of only the number of ADSs that shares of New Common Stock actually delivered. Except as set forth in the Seller preceding two sentences, if the application of this clause (c) to any issuance would have been entitled result in an increase in the Exercise Price, no adjustment shall be made for such issuance under this clause (c). An Exercise Price adjustment will not be applicable to receive any issuance of shares of New Common Stock upon exercise, exchange or conversion of any Convertible Securities if the Holder’s exercise immediately following this event had Exercise Price was fully and properly adjusted at the Put Options time the Convertible Securities were issued or if no such adjustment was required hereunder been exercised for at the underlying ADS immediately before this event or any record date with respect to ittime the Convertible Securities were issued.
(bd) If the The issuance as a dividend or distribution to all holders of New Common Stock ceases of evidences of indebtedness, shares of capital stock or other securities, cash or other property (excluding any dividend or distribution covered by Section 4.01(a) or Section 4.01(b)), in which event the Exercise Price will be adjusted based on the following formula: E1 = E 0 x M - FMV where: E1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; M = the Closing Sale Price of a share of New Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the fair value of the portion of such dividend or distribution applicable to one share of New Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution as determined by the Board of Directors. Such decrease shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts issued under the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this Section 4.01(d) is one pursuant to which the payment of a depositary receipt program sponsored by the Issuerdividend or other distribution on New Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the ADSs cease to be listed Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (and are not at that time listed or any other national or regional securities exchange or market, then the Exercise Price will instead be adjusted based on another United States national securities exchange), all references the following formula: E1 = E 0 x M0 M0 + FMV 0 where: E1 = the Exercise Price in this Put Option Agreement effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; E0 = the Exercise Price in effect immediately prior to the ADSs relative to Open of Business on the terms Ex-Date for such dividend or distribution; FMV0 = the average of the Put Options Closing Sale Prices of the capital stock or similar equity interests distributed to holders of New Common Stock applicable to one share of New Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day following the effective date of such spin-off (the “Valuation Period”); and M0 = the average of the Closing Sale Prices of the New Common Stock over the Valuation Period for such dividend or distribution. Such decrease shall be made immediately after the Close of Business on the last Trading Day of the Valuation Period for such dividend or distribution, but shall be given effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; provided that in respect of any exercise during the Valuation Period, references to 10 consecutive Trading Days in the definition of Valuation Period shall be deemed replaced with such lesser number of Trading Days as have elapsed commencing on, and including, the third Trading Day following the effective date of such spin-off and the Exercise Date in determining the applicable Exercise Price. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to have be the Exercise Price which would then be in effect if such distribution had not been replaced declared or announced.
(e) The payment in respect of any tender offer or exchange offer by the Company for New Common Stock, where the cash and fair value of any other consideration included in the payment per share of the New Common Stock exceeds the Closing Sale Price of a reference share of New Common Stock on the Trading Day immediately following the expiration date of the tender or exchange offer (the “Offer Expiration Date”), in which event the Exercise Price will be adjusted based on the following formula: E1 = E 0 x N0 x P A + (P x N1) where: E1 = the Exercise Price in effect immediately after the Close of Business on the Offer Expiration Date; E0 = the Exercise Price in effect immediately prior to the Close of Business on the Offer Expiration Date; N0 = the number of shares of New Common Stock represented by an ADS outstanding immediately prior to the expiration of the tender or exchange offer (prior to giving effect to the purchase or exchange of shares); N1 = the number of shares of New Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to the purchase or exchange of shares); A = the aggregate cash and fair value of any other consideration payable for shares of New Common Stock purchased in such tender offer or exchange offer; and P = the Closing Sale Price of a share of New Common Stock on the date Trading Day immediately following the Offer Expiration Date. An adjustment, if any, to the Exercise Price pursuant to this clause (e) shall become effective immediately after the Close of Business on the Offer Expiration Date. In the event that the Company or a subsidiary of the Company is obligated to purchase shares of Common Stock ceases pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall again be adjusted to be represented the Exercise Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (e) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment shall be made for such tender offer or exchange offer under this clause (e).
(f) If any single action would require adjustment of the Exercise Price pursuant to more than one subsection of this Section 4.01, only one adjustment shall be made and such adjustment shall be the amount of adjustment that has the highest, relative to the rights and interests of the registered holders of the Warrants then outstanding, absolute value.
(g) The Company may from time to time, to the extent permitted by American Depositary Receipts issued under a depositary receipt program sponsored by law and subject to applicable rules of the Issuer or on the last day principal U.S. national securities exchange on which the ADSs were traded on New Common Stock is then listed, decrease the New York Stock Exchange (Exercise Price and/or increase the Number of Warrants for each Warrant Certificate by any amount for any period of at least 20 days. In that case, the Company shall give the Warrantholders at least 10 days’ prior notice of such increase or another United States national securities exchange)decrease, and such notice shall state the decreased Exercise Price and/or increased Number of Warrants for each Warrant Certificate and the period during which the decrease and/or increase will be in effect. The Company may make such decreases in the Exercise Price and/or increases in the Number of Warrants for each Warrant Certificate, in addition to those set forth in this Article 4, as the case may beCompany’s Board of Directors deems advisable, as adjusted, pursuant including to the adjustment provisions of this Put Option Agreement, for avoid or diminish any other property the ADSs represented as if the other property had been distributed income tax to holders of the ADSs Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.
(h) Notwithstanding this Section 4.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment becomes effective on any Ex-Date, and a holder that dayhas exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would be treated as the record holder of the New Common Stock on or prior to the Record Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 4.01, the Exercise Price adjustment relating to such Ex-Date will not be made for such exercising holder. Instead, such holder will be treated as if such holder were the record owner of shares of New Common Stock on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Class A Common Stock or Class B Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 x OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock Stock, in the aggregate, outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock Stock, in the aggregate, that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(b) The dividend or distribution to all or substantially all holders of Common Stock of (i) shares of capital stock of the Company (excluding any dividend, distribution or issuance covered by clause (a) above) or any of the Company’s subsidiaries, (ii) evidences of indebtedness of the Company or any of the Company’s subsidiaries, or (iii) any other assets or property or cash dividends (excluding any Ordinary Cash Dividends and excluding any dividend, distribution or issuance covered by clause (a) above), in which event the Exercise Price will be adjusted based on the following formula: EP1 = EP0 x SP0 - FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of capital stock, evidences of indebtedness or other assets or property, or the amount of the cash dividend (other than Ordinary Cash Dividends) expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event of (A) any subdivision that such dividend or split of the outstanding ADSsdistribution is declared or announced but not so paid or made, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
clause (b) If is one pursuant to which the payment of a dividend or other distribution on Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuerconsists exclusively of shares of capital stock of, or similar equity interests in, a subsidiary of the ADSs cease to be listed Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (and are not at that time listed or any other national or regional securities exchange or market, then the Exercise Price will instead be adjusted based on another United States national securities exchange), all references the following formula: MP0 EP1 = EP0 x MP0 + FMV0 where: EP0 = the Exercise Price in this Put Option Agreement effect immediately prior to the ADSs relative Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(c) In the event that the Company effects a Pro Rata Repurchase in which the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such Pro Rata Repurchase, then the Exercise Price will be adjusted based on the following formula: EP1 = EP0 X (NS0A x SP1A) + (NS0B x SP0X) XX0 + ((NS1A x SP 1A) + (NS1B x SP1B)) where: EP0 = the Exercise Price in effect immediately prior to the terms Effective Date of such Pro Rata Repurchase; EP1 = the Put Options shall be deemed to have been replaced by a reference to Exercise Price in effect immediately after the Effective Date of such Pro Rata Repurchase; NS0A = the number of shares of Class A Common Stock represented by an ADS outstanding immediately before the consummation of the Pro Rata Repurchase; NS0B = the number of shares of Class B Common Stock outstanding immediately before the consummation of the Pro Rata Repurchase; NS1A = the number of shares of Class A Common Stock outstanding immediately after the consummation of the Pro Rata Repurchase; NS1B = the number of shares of Class B Common Stock outstanding immediately after the consummation of the Pro Rata Repurchase; PP0 = the aggregate purchase price of the Pro Rata Repurchase; and SP1A = the average of the Closing Sale Prices of the Class A Common Stock over the 10 consecutive Trading Days ending on the date Trading Day immediately preceding the first public announcement by the Company of its intent to effect such Pro Rata Repurchase. SP1B = the average of the Closing Sale Prices of the Class B Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored over the 10 consecutive Trading Days ending on the Trading Day immediately preceding the first public announcement by the Issuer or on Company of its intent to effect such Pro Rata Repurchase.
(d) If any single action would require adjustment of the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, Exercise Price pursuant to more than one subsection of Section 4.01, only one adjustment shall be made and such adjustment shall be the amount of adjustment provisions that has the highest, relative to the rights and interests of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to registered holders of the ADSs on that dayWarrants then outstanding, absolute value.
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for in effect at any time and the Put Options number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment (without duplication) upon the occurrence of any of the following eventsas follows:
(a) In case the Company shall, subsequent to January 1, 2006, (i) The issuance pay a dividend or make a distribution on its shares of Common Stock as a dividend or distribution to all holders in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a subdivision greater number of shares or combination otherwise effect a stock split or distribution, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of Common Stockshares or otherwise effect a reverse split, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to at the Close time of Business on the Record Date record date for such dividend or distributiondistribution or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised immediately prior to the Open of Business on the effective date for such subdivision time, he would have owned upon such exercise and been entitled to receive upon such dividend, subdivision, distribution, combination or combination, as the case may be; EP1 = reclassification. Such adjustment shall be made successively whenever any event listed in this Section 6(a) shall occur.
(b) Whenever the Exercise Price in effect immediately after the Close payable upon exercise of Business on the Record Date for such dividend or distributioneach Warrant is adjusted pursuant to this Section 6, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock that issuable upon exercise of each Warrant in effect on immediately prior to the adjustment by the Exercise Price then in effect and dividing the product so obtained by the Exercise Price, as adjusted. In no event shall the Exercise Price per share be less than the par value per share, and, if any adjustment made pursuant to said Section 6 would result in an Exercise Price which would be outstanding immediately afterless than the par value per share, and solely as a result ofthen, in such dividendevent, distributionthe Exercise Price per share shall be the par value per share; provided, subdivision or combination; ADS0 = however, that the limitation contained in this sentence shall not affect the number of shares of Common Stock represented by an ADS immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may beWarrant.
(iic) In the event that at any time, as a result of (A) an adjustment made pursuant to this Section 6, the Holder of any subdivision or split Warrant thereafter shall become entitled to receive any shares of the outstanding ADSsCompany, (B) any distribution of additional ADSs to holders of ADSsother than Common Stock, or (C) any combination of thereafter the outstanding ADSs into a smaller number of ADSssuch other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Sections 6. For purposes of this Warrant, the Seller term “Common Stock” shall adjust mean the Company’s presently authorized Common Stock, par value $.0001 per share, and any stock into or for which such Common Stock may hereafter be converted or exchanged prior to or concurrent with the exercise of this Warrant.
(d) Irrespective of any adjustments in the Exercise Price (and shall make a corresponding adjustment to or the Number number or kind of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, shares purchasable upon the Holder’s exercise of Warrants, Warrants theretofore or thereafter issued may continue to express the Put Options same price and number and kind of shares as are stated in this and similar Warrants initially issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that dayCompany.
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Class A Common Stock or Class B Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock Stock, in the aggregate, outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock Stock, in the aggregate, that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(b) The dividend or distribution to all or substantially all holders of Common Stock of (i) shares of capital stock of the Company (excluding any dividend, distribution or issuance covered by clause (a) above) or any of the Company’s subsidiaries, (ii) evidences of indebtedness of the Company or any of the Company’s subsidiaries, or (iii) any other assets or property or cash dividends (excluding any Ordinary Cash Dividends and excluding any dividend, distribution or issuance covered by clause (a) above), in which event the Exercise Price will be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of capital stock, evidences of indebtedness or other assets or property, or the amount of the cash dividend (other than Ordinary Cash Dividends) expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event of (A) any subdivision that such dividend or split of the outstanding ADSsdistribution is declared or announced but not so paid or made, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
clause (b) If is one pursuant to which the payment of a dividend or other distribution on Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuerconsists exclusively of shares of capital stock of, or similar equity interests in, a subsidiary of the ADSs cease to be listed Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (and are not at that time listed or any other national or regional securities exchange or market, then the Exercise Price will instead be adjusted based on another United States national securities exchange), all references the following formula: where: EP0 = the Exercise Price in this Put Option Agreement effect immediately prior to the ADSs relative Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(c) In the event that the Company effects a Pro Rata Repurchase in which the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such Pro Rata Repurchase, then the Exercise Price will be adjusted based on the following formula: EP1 = EP 0 X (NS0A x SP1A) + (NS0B x SP1B) PP0 + ((NS1A x SP1A) + (NS1B x SP1B)) where: EP0 = the Exercise Price in effect immediately prior to the terms Effective Date of such Pro Rata Repurchase; EP1 = the Put Options shall be deemed to have been replaced by a reference to Exercise Price in effect immediately after the Effective Date of such Pro Rata Repurchase; NS0A = the number of shares of Class A Common Stock represented by an ADS outstanding immediately before the consummation of the Pro Rata Xxxxxxxxxx; XX0X = the number of shares of Class B Common Stock outstanding immediately before the consummation of the Pro Rata Repurchase; NS1A = the number of shares of Class A Common Stock outstanding immediately after the consummation of the Pro Rata Xxxxxxxxxx; XX0X = the number of shares of Class B Common Stock outstanding immediately after the consummation of the Pro Rata Repurchase; PP0 = the aggregate purchase price of the Pro Rata Repurchase; and SP1A = the average of the Closing Sale Prices of the Class A Common Stock over the 10 consecutive Trading Days ending on the date Trading Day immediately preceding the first public announcement by the Company of its intent to effect such Pro Rata Xxxxxxxxxx. XX0X = the average of the Closing Sale Prices of the Class B Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored over the 10 consecutive Trading Days ending on the Trading Day immediately preceding the first public announcement by the Issuer or on Company of its intent to effect such Pro Rata Repurchase.
(d) If any single action would require adjustment of the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, Exercise Price pursuant to more than one subsection of Section 4.01, only one adjustment shall be made and such adjustment shall be the amount of adjustment provisions that has the highest, relative to the rights and interests of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to registered holders of the ADSs on that dayWarrants then outstanding, absolute value.
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Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the he number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 OS1 = the number of shares of Common Stock represented by an ADS that would be outstanding immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In The issuance to all or substantially all holders of Common Stock of rights, options or warrants entitling them for a period expiring 45 calendar days or less from the event date of (A) any subdivision or split announcement of such issuance to purchase shares of Common Stock at a price per share that is less than the average of the outstanding ADSsTrading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSsand including, the Seller shall adjust Trading Day immediately preceding the date of announcement of such issuance, in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Open of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Ex-Date for such issuance; EP1 = the Exercise Price in effect immediately after the Open of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Ex-Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Open of Business on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, Ex-Date for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.such issuance;
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Adjustments to Exercise Price. The Exercise Price If at any time after the date of issuance hereof the Company shall grant or issue any shares of Common Stock, or grant or issue any rights or options for the Put Options shall be subject purchase of, or stock or other Securities convertible into, Common Stock (such convertible stock or securities being herein collectively referred to adjustment (without duplicationas "Convertible Securities") upon the occurrence of any of the following eventsother than:
(i) The issuance shares issued in a transaction described in subparagraph (D) of Common Stock as this Section 9; or
(ii) shares issued, subdivided or combined in transactions described in subsections (A)(ii) or (iii) of this Section 9; for a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in consideration per share which event is less than the Exercise Price shall be adjusted based on the following formula: where: EP0 = Price, then the Exercise Price in effect immediately prior to such issuance or sale (the Close of Business on "Applicable Exercise Price") shall, and thereafter upon each issuance or sale, the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Applicable Exercise Price in effect immediately after shall, simultaneously with such issuance or sale, be adjusted, so that such Applicable Exercise Price shall equal a price determined by multiplying the Close Applicable Exercise Price by a fraction, the numerator of Business on which shall be:
(A) the Record Date for such dividend or distribution, or immediately after sum of (x) the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the total number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = issuance plus (y) the number of shares of Common Stock that which the aggregate consideration received, as determined in accordance with subparagraph (E) below for the issuance or sale of such additional Common Stock or Convertible Securities deemed to be an issuance of Common Stock as provided in subsection (F) below, would be outstanding immediately after, purchase (including any consideration received by the Company upon the issuance of any shares of Common Stock or Convertible Securities since the date the Applicable Exercise Price became effective not previously included in any computation resulting in an adjustment pursuant to this subsection (C)) at the Applicable Exercise Price; and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the denominator of which shall be
(B) the total number of shares of Common Stock represented by an ADS outstanding (or deemed to be outstanding as provided in subsection (E)) immediately prior after the issuance or sale of such additional shares. If, however, the Applicable Exercise Price thus obtained would result in the issuance of a lesser number of shares upon conversion than would be issued at the initial Exercise Price specified in Section 1, the Applicable Price shall be such initial Exercise Price. Upon each adjustment of the Exercise Price pursuant to this subsection (C) the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the total number of shares of Common Stock represented purchasable upon the exercise of each Warrant shall be such number of shares (calculated to the nearest tenth) purchasable at the Applicable Exercise 7 Price multiplied by an ADS immediately after giving effect to such dividenda fraction, distribution, subdivision or combination, as the case may be. Such adjustment numerator of which shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.
(ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to itafter such adjustment.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.
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Adjustments to Exercise Price. The Exercise Price for in effect at any time and the Put Options number and kind of securities purchasable upon exercise of each Warrant shall be subject to adjustment (without duplication) upon the occurrence of any of the following eventsas follows:
(a) In case the Company shall, subsequent to January 1, 2006, (i) The issuance pay a dividend or make a distribution on its shares of Common Stock as a dividend or distribution to all holders in shares of Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a subdivision greater number of shares or combination otherwise effect a stock split or distribution, or (iii) combine or reclassify its outstanding Common Stock into a smaller number of Common Stockshares or otherwise effect a reverse split, in which event the Exercise Price shall be adjusted based on the following formula: where: EP0 = the Exercise Price in effect immediately prior to at the Close time of Business on the Record Date record date for such dividend or distributiondistribution or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Holder of this Warrant exercised after such date shall be entitled to receive the aggregate number and kind of shares which, if this Warrant had been exercised immediately prior to the Open of Business on the effective date for such subdivision time, he would have owned upon such exercise and been entitled to receive upon such dividend, distribution, subdivision, combination or combination, as the case may be; EP1 = reclassification. Such adjustment shall be made successively whenever any event listed in this Section 6(a) shall occur.
(b) Whenever the Exercise Price in effect immediately after the Close payable upon exercise of Business on the Record Date for such dividend or distributioneach Warrant is adjusted pursuant to this Section 6, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = this Warrant shall simultaneously be adjusted by multiplying the number of shares of Common Stock that issuable upon exercise of each Warrant in effect on immediately prior to the adjustment by the Exercise Price then in effect and dividing the product so obtained by the Exercise Price, as adjusted. In no event shall the Exercise Price per share be less than the par value per share, and, if any adjustment made pursuant to said Section 6 would result in an Exercise Price which would be outstanding immediately afterless than the par value per share, and solely as a result ofthen, in such dividendevent, distributionthe Exercise Price per share shall be the par value per share; provided, subdivision or combination; ADS0 = however, that the limitation contained in this sentence shall not affect the number of shares of Common Stock represented by an ADS immediately prior to the Close issuable upon exercise or conversion of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may beWarrant.
(iic) In the event that at any time, as a result of (A) an adjustment made pursuant to this Section 6, the Holder of any subdivision or split Warrant thereafter shall become entitled to receive any shares of the outstanding ADSsCompany, (B) any distribution of additional ADSs to holders of ADSsother than Common Stock, or (C) any combination of thereafter the outstanding ADSs into a smaller number of ADSssuch other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this Sections 6. For purposes of this Warrant, the Seller term “Common Stock” shall adjust mean the Company’s presently authorized Common Stock, par value $.0001 per share, and any stock into or for which such Common Stock may hereafter be converted or exchanged prior to or concurrent with the exercise of this Warrant.
(d) Irrespective of any adjustments in the Exercise Price (and shall make a corresponding adjustment to or the Number number or kind of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, shares purchasable upon the Holder’s exercise of Warrants, Warrants theretofore or thereafter issued may continue to express the Put Options same price and number and kind of shares as are stated in this and similar Warrants initially issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that dayCompany.
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Adjustments to Exercise Price. Number of Rights The Exercise Price for Price, the Put Options shall be number and kind of securities subject to purchase upon exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 2.3.
(without duplicationa) upon In the occurrence event the Corporation shall, at any time after the date of any of the following events:
this Agreement (i) The issuance declare or pay a dividend on its Common Shares payable in Common Shares (or other capital, stock or securities exchangeable for or convertible into or giving a right to acquire its Common Shares or other capital stock) other than pursuant to any optional stock dividend program and other than a dividend payable in Common Shares in lieu of annual cash dividends, (ii) subdivide or change the outstanding Common Shares into a greater number of Common Stock as Shares, (iii) combine or change the outstanding Common Shares into a dividend or distribution to all holders smaller number of Common Stock, Shares or (iv) issue any Common Shares (or other securities exchangeable for or convertible into or giving a subdivision right to acquire Common Shares or combination of Common Stockother securities) in respect of, in which event lieu of or in exchange for existing Common Shares except as otherwise provided in this Section 2.3, the Exercise Price and the number of Rights outstanding, or, if the payment or effective date therefor shall occur after the Separation Time, the securities purchasable upon exercise of Rights shall be adjusted based on as of the following formula: where: EP0 = payment or effective date in the manner set forth below. If the Exercise Price and number of Rights outstanding are to be adjusted, (x) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to such adjustment divided by the Close number of Business on Common Shares (or other capital stock) (the Record Date for such dividend or distribution, or "Expansion Factor") that a holder of one Common Share immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof and (y) each Right held prior to such adjustment will become that number of Rights equal to the Open Expansion Factor, and the adjusted number of Business on Rights will be deemed to be distributed among the effective Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the shares issued in respect of such dividend, subdivision, change, combination or issuance, so that each such Common Share (or other capital stock) will have exactly one Right associated with it. If the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable upon exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable upon exercise of one Right immediately prior to such dividend, subdivision, change, combination or issuance would hold thereafter as a result thereof. If after the Record Time and prior to the Expiration Time the Corporation shall issue any shares of capital stock other than Common Shares in a transaction of a type described in the first sentence of this clause 2.3(a), shares of such capital stock shall be treated herein as nearly equivalent to Common Shares as may be practicable and appropriate under the circumstances and the Corporation and the Rights Agent agree to amend this Agreement in order to effect, and the Corporation will not 11 13 consolidate with, amalgamate with or into or enter into an arrangement with, any other Person unless such Person agrees to be bound by the terms of an amendment effecting, such treatment: In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any Common Shares otherwise than in a transaction referred to in the preceding paragraph, each such Common Share so issued shall automatically have one new Right associated with it, which Right shall be evidenced by the certificate representing such share.
(b) In the event the Corporation shall at any time after the Record Time and prior to the Expiration Time fix a record date for the issuance of rights, options or warrants to all or substantially all of the holders of Common Shares entitling them (for a period expiring within 45 calendar days after such subdivision record date) to subscribe for or combinationpurchase Common Shares (or securities convertible into or exchangeable for or carrying a right to purchase Common Shares) at a price per Common Share (or, as if a security convertible into or exchangeable for or carrying a right to purchase or subscribe for Common Shares having a conversion, exchange or exercise price, including the case may be; EP1 = price required to be paid to purchase such convertible or exchangeable security or right per share) of less than 90% of the Market Price per Common Share on such record date, the Exercise Price to be in effect after such record date shall be determined by multiplying the Exercise Price in effect immediately after prior to such record date by a fraction, the Close numerator of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = which shall be the number of shares of Common Stock Shares outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective record date for such subdivision or combination, as the case may be; OS1 = plus the number of shares Common Shares that the aggregate offering price of the total number of Common Stock that Shares so to be offered (and/or the aggregate initial conversion, exchange or exercise price of the convertible or exchangeable securities or rights so to be offered, including the price required to be paid to purchase such convertible or exchangeable securities or rights) would be outstanding immediately afterpurchase at such Market Price per Common Share, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the denominator of which shall be the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business Shares outstanding on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective record date for such subdivision or combination, as the case may be; and ADS1 = plus the number of shares additional Common Shares to be offered for subscription or purchase (or into which the convertible or exchangeable securities or rights so to be offered are initially convertible, exchangeable or exercisable). In case such subscription price may be paid by delivery of Common Stock represented by an ADS immediately after giving effect to consideration, part or all of which may be in a form other than cash, the value of such dividend, distribution, subdivision or combinationconsideration shall be, as determined in good faith by the case may beBoard of Directors, whose determination shall be described in a statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Such adjustment shall become effective immediately after be made successively whenever such a record date is fixed, and in the Close of Business on the Record Date for event that such dividend rights or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but warrants are not so paid or madeissued, the Exercise Price shall again be adjusted to be the Exercise Price that which would then be in effect if such dividend or distribution record date had not been declared fixed. For purposes of this Agreement, the granting of the right to purchase Common Shares (whether from treasury shares or announcedotherwise) pursuant to any dividend or interest reinvestment plan and/or any Common Share purchase plan providing for the reinvestment of dividends or interest payable on securities of the Corporation and/or the investment of periodic optional payments and/or employee benefit, stock option or similar plans (so long as such right to purchase is in no case evidenced by the delivery of rights or warrants) shall not be deemed to constitute an issue of rights, options or warrants by the Corporation; provided, however, that, in the case may beof any dividend or interest reinvestment plan, the right to purchase Common Shares is at a price per share of not less than 90 percent of the current market price per share (determined as provided in such plans) of the Common Shares.
(iic) In the event of (A) the Corporation shall at any subdivision time after the Record Time and prior to the Expiration Time fix a record date for a distribution to all or split substantially all of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSsCommon Shares (including any such distribution made in connection with a merger or amalgamation in which the Corporation is the continuing corporation) of evidences of indebtedness, cash (other than annua1 cash dividends), assets (including securities, but except a dividend described in subclause 2.3(a)(i) above), or rights, options or warrants (Cexcluding those referred to in clause 2.3(b) any combination of the outstanding ADSs into a smaller number of ADSshereof, the Seller shall adjust the Exercise Price (and to be in effect after such record date shall make a corresponding adjustment to be determined by multiplying the Number of Put Options pursuant to Section 4.02) Exercise Price in effect immediately before prior to such record date by a fraction, the numerator of which shall be the Market Price per Common Share on such record date, less the fair market value (as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent) of the portion of the cash, assets or evidences of indebtedness so to be 12 14 distributed or of such rights or warrants applicable to a Common Share and the denominator of which shall be such Market Price per Common Share. Such adjustments shall be made successively whenever such a record date is fixed, and in the event triggering that such distribution is not so made, the Exercise Price shall be adjusted to be the Exercise Price which would have been in effect if such record date had not been fixed.
(d) Notwithstanding anything herein to the contrary, no adjustment so in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least one percent in the Exercise Price; provided, however, that any adjustments which by reason of this clause 2.3(d) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2.3 shall be made to the nearest cent or to the nearest hundredth of a share. Notwithstanding the first sentence of this clause 2.3(d), any adjustment required by this Section 2.3 shall be made no later than the earlier of (i) three years from the date of the transaction which mandates such adjustment or (ii) the Termination Date.
(e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in clause (a)(i) or (a)(iv) above, or if the Corporation shall take any other action (other than the issue of Common Shares) which might have a negative effect on the holders of Rights, then, unless the B4) and of Directors acting in good faith determines that the Seller adjustments contemplated by clauses (a), (b) and (c) above in connection with such transaction will be entitled appropriately protect the interests of the holders of Rights, the Corporation will determine what other adjustments to receivethe Exercise Price, number of Rights and/or securities purchasable upon the Holder’s exercise of Rights would be appropriate and, notwithstanding clauses (a), (b) and (c) above, such adjustments, rather than the Put Options adjustments contemplated by clauses (a), (b) and (c) above, shall be made. The Corporation and the Rights Agent shall amend this Agreement as appropriate to provide for such adjustments.
(f) Each Right originally issued hereunderby the Corporation subsequent to any adjustment made to the Exercise Price hereunder shall evidence the right to purchase, at the adjusted Exercise Price, the number of ADSs that the Seller would have been entitled Common Shares purchasable from time to receive time hereunder upon the Holder’s exercise of a Right immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect prior to itsuch issue, all subject to further adjustment as provided herein.
(bg) If Irrespective of any adjustment or change in the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, Exercise Price or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares Common Shares issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Exercise Price per Common Share and the number of Common Stock represented by Shares which were expressed in the initial Rights Certificates issued hereunder.
(h) In any case in which this Section 2.3 shall require that an ADS adjustment in the Exercise Price be made effective as of a record date for a specified event, the Corporation may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise over and above the number of Common Shares and other securities of the Corporation, if any, issuable upon such exercise on the date basis of the Exercise Price in effect prior to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder's right to receive such additional shares (fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.
(i) Notwithstanding anything in this Section 2.3 to the contrary, the Corporation shall be entitled to make such reductions in the Exercise Price, in addition to those adjustments expressly required by this Section 2.3, as and to the extent that in their good faith judgment the Board of Directors shall determine to be advisable in order that any (i) consolidation or subdivision of the Common Stock ceases Shares, (ii) issuance wholly or in part for cash of Common Shares or securities that by their terms are convertible into or exchangeable for Common Shares, (iii) stock dividends or (iv) issuance of rights, options or warrants referred to be represented by American Depositary Receipts issued under a depositary receipt program sponsored in this Section 2.3, hereafter made by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed Corporation to holders of the ADSs on that dayits Common Shares, shall not be taxable to such shareholders.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Repap Enterprises Inc)
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 × OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1 = EP0 × OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Close of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Record Date for such issuance; EP1 = the Exercise Price in effect immediately after the Close of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Record Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Close of Business on the date Record Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities or the Company’s assets or (iv) property or Cash (excluding any ordinary cash dividends declared by the Board of Directors and excluding any dividend, distribution or issuance covered by clauses (a) or (b) above), in which event the Exercise Price will be adjusted based on the last day following formula: EP1 = EP0 × SP0 – FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash (other than in the case of ordinary cash dividends declared by the Board of Directors) expressed as an amount per share of outstanding Common Stock. In the event of a reduction of the Parent Exercise Price under either of the Parent Warrant Agreements (other than pursuant to Article 5 of a Parent Warrant Agreement), such reduction shall be treated, for purposes of this Warrant Agreement, as a distribution of property where the FMV of such property for purposes of this adjustment shall be equal to the absolute value of the difference between (i) the Black Scholes Warrant Value of such outstanding Parent Warrants with a Parent Exercise Price equal to the Parent Exercise Price as adjusted to such date pursuant to Article 5 of the applicable Parent Warrant Agreement and (ii) the Black Scholes Warrant Value of such outstanding Parent Warrants immediately following such reduction in Parent Exercise Price, expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: EP1 = EP0 × MP0 MP0 + FMV0 where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Close of this Put Option Agreement, Business on the Record Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the purposes of Section 5.01(a), (b) and (c), any dividend or distribution to which Section 5.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 5.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 5.01(c) that begins with the word “excluding”)) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 5.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on that daythe Record Date.”
Appears in 1 contract
Adjustments to Exercise Price. The applicable Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of shares of Common Stock as a dividend or distribution to all holders on shares of the Common Stock, or a subdivision subdivision, combination, split or combination reclassification of Common Stock (excluding any dividend, distribution or issuance covered by Section 4.07) into a greater or smaller number of shares of Common Stock, in which event the applicable Exercise Price shall be adjusted based on the following formula: EP1 = EP0 × OS0 OS1 where: EP0 = the applicable Exercise Price in effect immediately prior to the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision subdivision, combination, split or combinationreclassification, as the case may be; EP1 = the applicable Exercise Price in effect immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision subdivision, combination, split or combinationreclassification, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision subdivision, combination, split or combinationreclassification, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or subdivision, combination, as the case may besplit or reclassification. Such adjustment shall become effective immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision subdivision, combination, split or combinationreclassification, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the applicable Exercise Price shall again be adjusted to the applicable Exercise Price that would then be in effect if such dividend or distribution distribution, or subdivision, combination, split or reclassification had not been declared or announced, as the case may be.
(iib) In The issuance to all or substantially all holders of Common Stock of rights, options or warrants entitling them for a period expiring 45 calendar days or less from the event date of (A) any subdivision announcement of such issuance to subscribe for or split purchase shares of Common Stock at a price per share that is less than the average of the outstanding ADSsTrading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSsand including, the Seller shall adjust Trading Day immediately preceding the date of announcement of such issuance, in which event the applicable Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1 = EP0 × OS0 + Y OS0 + X where: EP0 = the applicable Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Open of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Ex-Date for such issuance; EP1 = the applicable Exercise Price in effect immediately after the Open of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Ex-Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Open of Business on the date Ex-Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Trading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance. Any such adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Ex-Date for such issuance. In the event that the issuance of any such rights, options or warrants is announced but such rights, options or warrants are not so issued, the applicable Exercise Price shall again be adjusted to be represented by American Depositary Receipts issued under a depositary receipt program sponsored the applicable Exercise Price that would then be in effect if the Ex-Date for such issuance had not occurred. To the extent that any such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants, upon the expiration, termination or maturity of such rights, options or warrants, the applicable Exercise Price shall be readjusted to the applicable Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights, options or warrants, as well as any consideration received in connection with the exercise or conversion thereof, and the value of such consideration, if other than cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all or substantially all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) other assets or property of the Company, (iv) rights, options or warrants to purchase the Company’s securities or (v) cash (excluding any dividend, distribution or issuance covered by clauses (a) or (b) above or Section 4.07 below), in which event the applicable Exercise Price will be adjusted based on the last day following formula: EP1 = EP0 × SP0 – FMV SP0 where: EP0 = the applicable Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; EP1 = the applicable Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; SP0 = the average of the Trading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants so distributed or the amount of cash expressed as an amount per share of outstanding Common Stock. Such adjustment shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the applicable Exercise Price shall again be adjusted to be the applicable Exercise Price which would then be in effect if such distribution had not been declared or announced. However, notwithstanding the above, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of Capital Stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on a National Securities Exchange, then the applicable Exercise Price will instead be adjusted based on the New York Stock Exchange (or another United States national securities exchange), as following formula: EP1 = EP0 × MP0 MP0 + FMV where: EP0 = the case may be, as adjusted, pursuant applicable Exercise Price in effect immediately prior to the adjustment provisions end of this Put Option Agreement, for any other property the ADSs represented as if Valuation Period; EP1 = the other property had been applicable Exercise Price in effect immediately after the end of the Valuation Period; FMV = the average of the Trading Day Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock for the ADSs first ten (10) consecutive Trading Day period commencing after, and including, the Ex-Date for such dividend or distribution (the “Valuation Period”); and MP0 = the average of the Trading Day Closing Sale Prices of Common Stock over the Valuation Period. Such adjustment shall become effective immediately after the Close of Business on the last Trading Day of the Valuation Period; provided that dayin respect of any exercise of Warrants, if the relevant Exercise Date occurs during the Valuation Period, references to “ten” or “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Date for such dividend or distribution and the Exercise Date in determining the applicable Exercise Price. In the event that such dividend or distribution is declared or announced but not so paid or made, the applicable Exercise Price shall again be adjusted to be the applicable Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) The payment by the Company or any of its subsidiaries in respect of a tender or exchange offer for the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Trading Day Closing Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, 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 “Offer Expiration Date”), in which event the applicable Exercise Price will be adjusted based on the following formula: EP1 = EP0 × SP × OS0 AC + (SP × OS1) where: EP0 = the applicable Exercise Price in effect immediately prior to the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date; EP1 = the applicable Exercise Price in effect immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date; AC = the aggregate cash and fair market value (as determined in good faith by the Board of Directors) of any other consideration paid or payable for shares of Common Stock purchased in such tender offer or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the Offer Expiration Date (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender offer or exchange offer and excluding any treasury shares); OS1 = the number of shares of Common Stock outstanding immediately after the Offer Expiration Date (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender offer or exchange offer and excluding any treasury shares); SP = the average of the Trading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date. Such adjustment shall become effective immediately after the Close of Business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Offer Expiration Date; provided that in respect of any exercise of Warrants, if the relevant Exercise Date occurs during the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date, references to “ten”, “10” or “10th” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Offer Expiration Date and the Exercise Date in determining the applicable Exercise Price. In the event that the Company or a subsidiary of the Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting all or any such purchases, or all or any portion of such purchases are rescinded, then the applicable Exercise Price shall again be adjusted to be the applicable Exercise Price which would then be in effect if such tender offer or exchange offer had been made only in respect of the purchases actually effected.
(e) For the purposes of Section 4.01(a), (b) and (c), any dividend or distribution to which Section 4.01(c) is applicable that also includes shares of Common Stock, or rights, options or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (i) a dividend or distribution of the indebtedness, assets or property, cash or shares of Capital Stock other than such shares of Common Stock or rights, options or warrants (and any Exercise Price adjustment required by Section 4.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 4.01(c) that begins with the word “excluding”)) immediately followed by (ii) a dividend or distribution of such shares of Common Stock or such rights, options or warrants (and any further Exercise Price adjustment required by Section 4.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Open of Business on the Ex-Date.”
(f) Notwithstanding this Section 4.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment becomes effective on any Ex-Date and a Warrantholder that has exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Exercise Date as described under Section 3.05(b) based on an adjusted Exercise Price for such Ex-Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 4.01, the Exercise Price adjustment relating to such Ex-Date shall not be made for such exercising Warrantholder. Instead, such Warrantholder shall be treated as if such Warrantholder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
(g) For the avoidance of doubt, for the purpose of this Article 4, “all holders of Common Stock” shall exclude any shares of Common Stock held in treasury by the Company.
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:. If any dividend, distribution or issuance described below is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would have been in effect if such dividend, distribution or issuance had not been declared.
(ia) The issuance If the Company issues solely shares of Common Stock as a dividend or distribution to on all holders or substantially all of its shares of Common Stock, or a subdivision if the Company subdivides or combination of combines its Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 × OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for of such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for of such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for of such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior after giving effect to the Close of Business on the Record Date for such dividend or distribution, distribution or immediately prior to the Open of Business on after the effective date for of such subdivision or combination, as the case may be.
(b) If the Company distributes any rights, options or warrants on all or substantially all of the shares of Common Stock entitling the holders of shares of Common Stock for a period of not more than 60 calendar days from the Ex-Date for such distribution to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share (or a conversion price per share) less than the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Exercise Price shall be decreased based on the following formula: EP1 = EP0 × OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution; and ADS1 EP1 = the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately after giving effect prior to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.
(ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed on the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to the number of shares of Common Stock represented by an ADS on the date the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.;
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Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Class A Common Stock or Class B Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 x OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock Stock, in the aggregate, outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock Stock, in the aggregate, that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(b) The dividend or distribution to all or substantially all holders of Common Stock of (i) shares of capital stock of the Company (excluding any dividend, distribution or issuance covered by clause (a) above) or any of the Company’s subsidiaries, (ii) evidences of indebtedness of the Company or any of the Company’s subsidiaries, or (iii) any other assets or property or cash dividends (excluding any Ordinary Cash Dividends and excluding any dividend, distribution or issuance covered by clause (a) above), in which event the Exercise Price will be adjusted based on the following formula: EP1 = EP0 x SP0 - FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of capital stock, evidences of indebtedness or other assets or property, or the amount of the cash dividend (other than Ordinary Cash Dividends) expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event of (A) any subdivision that such dividend or split of the outstanding ADSsdistribution is declared or announced but not so paid or made, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment to the Number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
clause (b) If is one pursuant to which the payment of a dividend or other distribution on Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuerconsists exclusively of shares of capital stock of, or similar equity interests in, a subsidiary of the ADSs cease to be listed Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (and are not at that time listed or any other national or regional securities exchange or market, then the Exercise Price will instead be adjusted based on another United States national securities exchange), all references the following formula: MP0 EP1 = EP0 x MP0 + FMV0 where: EP0 = the Exercise Price in this Put Option Agreement effect immediately prior to the ADSs relative Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(c) In the event that the Company effects a Pro Rata Repurchase in which the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such Pro Rata Repurchase, then the Exercise Price will be adjusted based on the following formula: EP1 = EP0 X (NS0A x SP1A) + (NS0B x XX0X) XX0 + ((NS1A x SP 1A) + (NS1B x SP1B)) where: EP0 = the Exercise Price in effect immediately prior to the terms Effective Date of such Pro Rata Repurchase; EP1 = the Put Options shall be deemed to have been replaced by a reference to Exercise Price in effect immediately after the Effective Date of such Pro Rata Repurchase; NS0A = the number of shares of Class A Common Stock represented by an ADS outstanding immediately before the consummation of the Pro Xxxx Xxxxxxxxxx; XX0X = the number of shares of Class B Common Stock outstanding immediately before the consummation of the Pro Rata Repurchase; NS1A = the number of shares of Class A Common Stock outstanding immediately after the consummation of the Pro Rata Xxxxxxxxxx; XX0X = the number of shares of Class B Common Stock outstanding immediately after the consummation of the Pro Rata Repurchase; PP0 = the aggregate purchase price of the Pro Rata Repurchase; and SP1A = the average of the Closing Sale Prices of the Class A Common Stock over the 10 consecutive Trading Days ending on the date Trading Day immediately preceding the first public announcement by the Company of its intent to effect such Pro Rata Xxxxxxxxxx. XX0X = the average of the Closing Sale Prices of the Class B Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored over the 10 consecutive Trading Days ending on the Trading Day immediately preceding the first public announcement by the Issuer or on Company of its intent to effect such Pro Rata Repurchase.
(d) If any single action would require adjustment of the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, Exercise Price pursuant to more than one subsection of Section 4.01, only one adjustment shall be made and such adjustment shall be the amount of adjustment provisions that has the highest, relative to the rights and interests of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to registered holders of the ADSs on that dayWarrants then outstanding, absolute value.
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Samples: Warrant Agreement
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1 = EP0 x OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section 4.01(aSection 5.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs The issuance to all holders of ADSsCommon Stock of rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price of Common Stock, or (C) any combination of the outstanding ADSs into a smaller number of ADSs, the Seller shall adjust in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1 = EP0 x OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Close of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Record Date for such issuance; EP1 = the Exercise Price in effect immediately after the Close of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Record Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Close of Business on the date Record Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, warrants or convertible securities; and Y = the aggregate price payable to exercise such rights, warrants or convertible securities divided by the Current Market Price. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such issuance. In the event that the issuance of such rights, warrants or convertible securities is announced but such rights, warrants or convertible securities are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts the Exercise Price that would then be in effect if the Record Date for such issuance had not occurred. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, warrants or convertible securities, upon the expiration, termination or maturity of such rights, warrants or convertible securities, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, warrants or convertible securities been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants, as well as any consideration received in connection with the conversion of any convertible securities issued under a depositary receipt program sponsored upon exercise of such rights or warrants, and the value of such consideration, if other than Cash, shall be determined in good faith by the Issuer Board of Directors.
(c) The dividend or distribution to all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) rights or warrants to purchase the Company’s securities or the Company’s assets or (iv) property or Cash (excluding any ordinary cash dividends declared by the Board of Directors and excluding any dividend, distribution or issuance covered by clauses (a) or (b) above), in which event the Exercise Price will be adjusted based on the last day following formula: EP1 = EP0 x SP0 – FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution; SP0 = the Current Market Price; and FMV = the fair market value (as determined in good faith by the Board of Directors), on the Record Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness or property, rights or warrants so distributed or the amount of Cash (other than in the case of ordinary cash dividends declared by the Board of Directors) expressed as an amount per share of outstanding Common Stock. In the event of a reduction of the Parent Exercise Price under either of the Parent Warrant Agreements (other than pursuant to Article 5 of a Parent Warrant Agreement), such reduction shall be treated, for purposes of this Warrant Agreement, as a distribution of property where the FMV of such property for purposes of this adjustment shall be equal to the absolute value of the difference between (i) the Black Scholes Warrant Value of such outstanding Parent Warrants with a Parent Exercise Price equal to the Parent Exercise Price as adjusted to such date pursuant to Article 5 of the applicable Parent Warrant Agreement and (ii) the Black Scholes Warrant Value of such outstanding Parent Warrants immediately following such reduction in Parent Exercise Price, expressed as an amount per share of outstanding Common Stock. Such decrease shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the ADSs were payment of a dividend or other distribution on Common Stock consists of shares of capital stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on the New York Stock Exchange (or another United States any other national or regional securities exchange)exchange or market, as then the case may be, as adjusted, pursuant Exercise Price will instead be adjusted based on the following formula: EP1 = EP0 x MP0 MP0 + FMV0 where: EP0 = the Exercise Price in effect immediately prior to the adjustment provisions Close of this Put Option Agreement, Business on the Record Date for any other property such dividend or distribution; EP1 = the ADSs represented as if Exercise Price in effect immediately after the other property had been Close of Business on the Record Date for such dividend or distribution; FMV0 = the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the ADSs 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution; and MP0 = the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the Ex-Date for such dividend or distribution. Such decrease shall become effective immediately after the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the purposes of Section 5.01(a), (b) and (c), any dividend or distribution to which Section 5.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 5.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 5.01(c) that begins with the word “excluding”)) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 5.01 with respect to such dividend or distribution shall then be made), except, for purposes of such adjustment, any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding immediately prior to the Close of Business on that daythe Record Date.”
Appears in 1 contract
Adjustments to Exercise Price. The Exercise Price for the Put Options Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events:
(ia) The issuance of Common Stock as a dividend or distribution to all or substantially all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Exercise Price shall be adjusted based on the following formula: EP1=EP0 × OS0 OS1 where: EP0 = the Exercise Price in effect immediately prior to the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 OS1 = the number of shares of Common Stock represented by an ADS that would be outstanding immediately after giving effect to such dividend, distribution, subdivision or combination, as the case may be. Such adjustment shall become effective immediately after the Close Open of Business on the Record Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution or subdivision or combination of the type described in this Section Section 4.01(a) is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution or subdivision or combination had not been declared or announced, as the case may be.
(iib) In The issuance to all or substantially all holders of Common Stock of rights, options or warrants entitling them for a period expiring 45 calendar days or less from the event date of (A) any subdivision or split announcement of such issuance to purchase shares of Common Stock at a price per share that is less than the average of the outstanding ADSsTrading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, (B) any distribution of additional ADSs to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller number of ADSsand including, the Seller shall adjust Trading Day immediately preceding the date of announcement of such issuance, in which event the Exercise Price (and shall make a corresponding adjustment to will be adjusted based on the Number of Put Options pursuant to Section 4.02) following formula: EP1=EP0 × OS0 + Y OS0 + X where: EP0 = the Exercise Price in effect immediately before prior to the event triggering the adjustment so that the Seller will be entitled to receive, upon the Holder’s exercise Open of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date with respect to it.
(b) If the Common Stock ceases to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Issuer, or the ADSs cease to be listed Business on the New York Stock Exchange (and are not at that time listed Ex-Date for such issuance; EP1 = the Exercise Price in effect immediately after the Open of Business on another United States national securities exchange), all references in this Put Option Agreement to the ADSs relative to the terms of the Put Options shall be deemed to have been replaced by a reference to Ex-Date for such issuance; OS0 = the number of shares of Common Stock represented by an ADS outstanding immediately prior to the Open of Business on the date Ex-Date for such issuance; X = the total number of shares of Common Stock ceases issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Trading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance. Any such adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Ex-Date for such issuance. In the event that the issuance of such rights, options or warrants is announced but such rights, options or warrants are not so issued, the Exercise Price shall again be adjusted to be represented by American Depositary Receipts issued under a depositary receipt program sponsored the Exercise Price that would then be in effect if the Ex-Date for such issuance had not occurred. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants, upon the expiration, termination or maturity of such rights, options or warrants, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights, options or warrants, as well as any consideration received in connection with the exercise or conversion thereof, and the value of such consideration, if other than cash, shall be determined by the Issuer Board of Directors.
(c) The dividend or distribution to all or substantially all holders of Common Stock of (i) shares of the Company’s Capital Stock (other than Common Stock), (ii) evidences of the Company’s indebtedness, (iii) other assets or property of the Company, (iv) rights, options or warrants to purchase the Company’s securities or (v) cash (excluding any dividend, distribution or issuance covered by clauses (a) or (b) above or Section 4.08 below) (any of such property described in the foregoing clauses (i) through (iv), the “Distributed Property”), in which event the Exercise Price will be adjusted based on the following formula: EP1=EP0 × SP0 – FMV SP0 where: EP0 = the Exercise Price in effect immediately prior to the Open of Business on the Ex-Date for such dividend or distribution; EP1 = the Exercise Price in effect immediately after the Open of Business on the Ex-Date for such dividend or distribution; SP0 = the average of the Trading Day Closing Sale Prices of Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the fair market value (as determined by a nationally recognized and independent investment banking or valuation firm selected in good faith by the Board of Directors) of the Distributed Property or the amount of cash with respect to each outstanding share of Common Stock on the Ex-Date for such dividend or distribution. Such adjustment shall become effective immediately after the Open of Business on the Ex-Date for such dividend or distribution. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced. However, notwithstanding the above, if the transaction that gives rise to an adjustment pursuant to this clause (c) is one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of Capital Stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (i.e., a spin-off) that are, or, when issued, will be, traded or quoted on a National Securities Exchange, then the Exercise Price will instead be adjusted based on the following formula: EP1 = EP0 × MP0 MP0 + FMV where: EP0 = the Exercise Price in effect immediately prior to the end of the Valuation Period (as defined below); EP1 = the Exercise Price in effect immediately after the end of the Valuation Period; FMV = the average of the Trading Day Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock for the first ten (10) consecutive Trading Day period after, and including, the Ex-Date for such dividend or distribution (the “Valuation Period”); and MP0 = the average of the Trading Day Closing Sale Prices of Common Stock over the Valuation Period. Such adjustment shall become effective immediately after the Close of Business on the last day on Trading Day of the Valuation Period. In the event that such dividend or distribution is declared or announced but not so paid or made, the Exercise Price shall again be adjusted to be the Exercise Price which would then be in effect if such distribution had not been declared or announced.
(d) For the ADSs were traded purposes of Section 4.01(a), Section 4.01(b) and Section 4.01(c), if any dividend or distribution to which Section 4.01(c) is applicable also includes one or both of:
(i) a dividend or distribution of shares of Common Stock to which Section 4.01(a) is applicable (the “Clause A Distribution”); or
(ii) a dividend or distribution of rights, options or warrants to which Section 4.01(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which Section 4.01(c) is applicable (the “Clause C Distribution”) and any Exercise Price adjustment required by Section 4.01(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exercise Price adjustment required by Section 4.01(a) and Section 4.01(b) with respect thereto shall then be made, except that, if determined by the Company (I) the “Ex-Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the Open of Business on the New York Stock Exchange (Ex-Date for such dividend or another United States national securities exchange)distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be, as adjusted, pursuant ” within the meaning of Section 4.01(a) or “outstanding immediately prior to the Open of Business on the Ex-Date for such issuance” within the meaning of Section 4.01(b).
(e) Notwithstanding this Section 4.01 or any other provision of this Warrant Agreement or the Warrants, if an Exercise Price adjustment becomes effective on any Ex-Date and a Warrantholder that has exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would be treated as the record holder of the shares of Common Stock as of the related Exercise Date as described under Section 3.05(b) based on an adjusted Exercise Price for such Ex-Date, then, notwithstanding the Exercise Price adjustment provisions in this Section 4.01, the Exercise Price adjustment relating to such Ex-Date shall not be made for such exercising Warrantholder. Instead, such Warrantholder shall be treated as if such Warrantholder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
(f) For the avoidance of doubt, for the purpose of this Put Option AgreementArticle 4, for any other property the ADSs represented as if the other property had been distributed to “all holders of Common Stock” shall exclude any shares of Common Stock held in treasury by the ADSs on that dayCompany.
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Adjustments to Exercise Price. Number of Rights The Exercise Price for Price, the Put Options shall be number of Common Shares or other securities subject to purchase on the exercise of each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this section.
(without duplicationa) upon If the occurrence of Corporation at any of time after the following eventsRecord Time and prior to the Expiration Time:
(i) The issuance declares or pays a dividend on the Common Shares payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) other than pursuant to any dividend reinvestment program and other than a dividend payable in Common Shares (or other securities exchangeable for or convertible into or giving a right to acquire Common Shares) in lieu of (and having a value no greater than) a dividend paid in the ordinary course;
(ii) subdivides or changes the outstanding Common Shares into a greater number of Common Stock as Shares;
(iii) combines or changes the outstanding Common Shares into a dividend or distribution to all holders smaller number of Common Stock, Shares; or
(iv) issues any Common Shares (or other securities exchangeable for or convertible into or giving a subdivision or combination of right to acquire Common StockShares) in respect of, in which event lieu of or in exchange for existing Common Shares; the Exercise Price shall and the number of Rights outstanding (or, if the payment or effective date therefor occurs after the Separation Time, the securities purchasable on exercise of Rights) will be adjusted based on in the following formula: where: EP0 = manner. If the Exercise Price and number of Rights are to be adjusted (i) the Exercise Price in effect after such adjustment will be equal to the Exercise Price in effect immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; EP1 = the Exercise Price in effect immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be; OS0 = adjustment divided by the number of shares Common Shares (or other securities of the Corporation) (the “Expansion Factor”) that a holder of one Common Stock outstanding Share immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination; ADS0 = the number of shares of Common Stock represented by an ADS immediately prior to the Close of Business on the Record Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date for such subdivision or combination, as the case may be; and ADS1 = the number of shares of Common Stock represented by an ADS immediately after giving effect to such dividend, distributionsubdivision, subdivision or combination, change or issuance would hold thereafter as the case may be. Such adjustment shall become effective immediately after the Close of Business on the Record Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such subdivision or combination, as the case may be. If any dividend or distribution of the type described in this Section 4.01(a) is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such dividend or distribution had not been declared or announced, as the case may be.
a result thereof and (ii) In the event of (A) any subdivision or split of the outstanding ADSs, (B) any distribution of additional ADSs each Right held prior to holders of ADSs, or (C) any combination of the outstanding ADSs into a smaller such adjustment will become that number of ADSs, the Seller shall adjust the Exercise Price (and shall make a corresponding adjustment Rights equal to the Number Expansion Factor, and the adjusted number of Put Options pursuant to Section 4.02) in effect immediately before the event triggering the adjustment so that the Seller Rights will be entitled deemed to receive, upon be allocated among the Holder’s exercise of the Put Options issued hereunder, the number of ADSs that the Seller would have been entitled to receive upon the Holder’s exercise immediately following this event had the Put Options issued hereunder been exercised for the underlying ADS immediately before this event or any record date Common Shares with respect to which the original Rights were associated (if they remain outstanding) and the securities of the Corporation issued in respect of such dividend, subdivision, consolidation, change or issuance, so that each such Common Share (or other security of the Corporation) will have exactly one Right associated with it. For greater certainty, if the securities purchasable upon exercise of Rights are to be adjusted, the securities purchasable on exercise of each Right after such adjustment will be the securities that a holder of the securities purchasable on exercise of one Right immediately prior to such dividend, subdivision, consolidation, change or issuance would hold thereafter as a result thereof. Adjustments pursuant to this subsection will be made successively whenever an event referred to in this subsection occurs.
(b) If the Corporation at any time after the Record Time and prior to the Expiration Time fixes a record date for the issuance of rights, options or warrants to all or substantially all holders of Common Stock ceases Shares entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Common Shares (or securities convertible into or exchangeable for or carrying a right to acquire Common Shares) at a price per Common Share (or, if a security convertible into or exchangeable for or carrying a right to acquire Common Shares, having a conversion, exchange or exercise price, including the price required to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by paid to purchase such convertible or exchangeable security or right, per share) less than 95% of the IssuerMarket Price per Common Share on the second Trading Day immediately preceding such record date, or the ADSs cease Exercise Price in respect of the Rights to be listed on in effect after such record date will be determined by multiplying the New York Stock Exchange (and are not at that time listed on another United States national securities exchange), all references Exercise Price in this Put Option Agreement to the ADSs relative to the terms respect of the Put Options shall be deemed Rights in effect immediately prior to have been replaced such record date by a reference to fraction (i) the numerator of which will be the number of shares Common Shares outstanding on such record date, plus the number of Common Stock represented by an ADS on Shares that the date aggregate offering price of the total number of Common Stock ceases Shares so to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by offered (and/or the Issuer aggregate initial conversion, exchange or on the last day on which the ADSs were traded on the New York Stock Exchange (or another United States national securities exchange), as the case may be, as adjusted, pursuant to the adjustment provisions of this Put Option Agreement, for any other property the ADSs represented as if the other property had been distributed to holders exercise price of the ADSs on that day.convertible or exchangeable securities or rights so to be offered (including the price required to be paid to purchase such convertible or exchangeable securities or rights)) would purchase at such Market Price per Common Share and
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Samples: Shareholder Rights Plan Agreement