Anti-Dilution and Adjustment Provisions. The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant shall be subject to adjustment from time to time upon the happening of certain events as follows: (1) In case the Company shall (i) declare a dividend or make a distribution on its outstanding shares of Common Stock in shares of Common Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur. (2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance by a fraction, the numerator of which shall be the sum of the number of shares outstanding on the record date mentioned above and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date of such issuance, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding on the record date mentioned above and the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered. (3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), 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 fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the current market price per share of Common Stock (as defined in Section (c) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current 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 record date for the determination of shareholders entitled to receive such distribution. (4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted. (5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5). (6) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants). (7) The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment. (8) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this 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 Subsections (1) to (6) inclusive above. (9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered effective date) for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and (or, if none, the effective date) for such dividend, distribution, subdivision or combination. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of additional shares of Common Stock offered for subscription or purchase (or into which Units. In such event, the convertible securities so offered are convertible). Such adjustment Conversion Factor shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Units issued and outstanding multiplied by on the current market price per share of Common Stock record date (as defined in Section or, if none, the effective date) for such dividend, distribution, subdivision or combination (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock Units issued and outstanding multiplied by on such current 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 (assuming for such distribution is made and shall become purposes that such dividend, distribution, subdivision or combination has occurred as of such time) or effective immediately after the record date for the determination of shareholders entitled to receive such distributiondate.
(4b) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5).
(6) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of If at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to time the holders of Common Stock or are entitled to any right (a "Right") to subscribe pro rata for additional securities convertible into of the General Partner, whether Common Stock (including Warrants)or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such Right or a similar right in respect of the Subject Common Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that the Contributing Party would have been entitled to if the Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Common Stock became entitled to such Right.
(7c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series E Preferred Units of the Contributing Party into Subject Common Units, exercise of the Redemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, the Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would be issued or payable with respect to or in exchange for the number of Shares constituting the Share Purchase Price as if all Series E Preferred Units of the Contributing Party had been converted into Subject Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) The Company may retain a firm Partnership shall give written notice to the Contributing Party of independent certified public accountants selected by any Major Transaction Event promptly after such Major Transaction Event is announced to the Board public.
(e) Notwithstanding anything to the contrary contained herein, the adjustment provisions contained in this Agreement shall be applied so that there is no duplication of Directors (who may be the regular accountants employed by the Company) adjustments made pursuant to make any computation required by other document or other section hereof. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership or other transaction described in clause (Z) of Section 4(b) of the Series E Preferred Unit Designation.
(f)) Whenever the Conversion Factor is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in accordance with this Section 6 and shall prepare a certificate signed by the chief financial officer of the General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts upon which such firm adjustment is based, and such certificate shall forthwith be filed at the offices of the General Partner and a copy thereof shall be conclusive evidence promptly sent to the Contributing Party. Any adjustment to the Conversion Factor pursuant to Section 6(a) with respect to any event shall become effective at such time as is necessary to prevent dilution or expansion of the correctness Redemption Rights on account of such adjustmentevent.
(8) In g) Notwithstanding anything to the event that at any time, as a result contrary contained herein (but subject to the first sentence of an adjustment made pursuant to Subsection (1Section 6(e) abovehereof), the Holder General Partner and the Partnership agree that they will apply the provisions of this Warrant thereafter shall become entitled to receive Section 6, the definition of Share Purchase Price and any shares related provisions as if the Subject Common Units were issued and outstanding as of the Companydate hereof. Thus, other than Common Stockfor example, thereafter if an event were to occur on December 31, 2004 that would adjust the number of Shares into which the Subject Common Units would be exchangeable had such other shares Subject Common Units been outstanding as of such date, but the Subject Common Units were not actually issued until December 31, 2005, then such adjustment would be applied so receivable that, upon exercise of this Warrant shall be such issuance (but subject to further adjustment from time to time for subsequent events), the Subject Common Units would be exchangeable in a manner and on accordance with the other terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (6) inclusive above.
(9) Irrespective of any adjustments in the Exercise Price or hereof for the number or kind of shares purchasable upon exercise of this WarrantShares for which the Subject Common Units would have been exchangeable had such Subject Common Units been outstanding on December 31, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement2004.
Appears in 1 contract
Samples: Redemption Rights Agreement (General Growth Properties Inc)
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered effective date) for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock offered effective date) for subscription such dividend, distribution, subdivision or purchase (or into which combination. Any adjustment to the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such rights or warrants; and event retroactive to the extent opening of business on the day next following the record date, if any, for such event. In addition, the Conversion Factor shall be adjusted in the event that shares the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of Units. In such rights or warrantsevent, the Exercise Price Conversion Factor shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Units issued and outstanding multiplied by on the current market price per share of Common Stock record date (as defined in Section or, if none, the effective date) for such dividend, distribution, subdivision or combination (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock Units issued and outstanding multiplied by on such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed(assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) or effective date. Such Any adjustment shall be made whenever any such distribution is made and to the Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after on the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum considerationdate, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5)for such event.
(6b) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of If at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to time the holders of Common Stock or are entitled to any right (a “Right”) to subscribe pro rata for additional securities convertible into of the General Partner, whether Common Stock (including Warrants)or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such Right or a similar right in respect of the Common Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that the Contributing Party would have been entitled to if the Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Common Stock became entitled to such Right.
(7c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series D Preferred Units of the Contributing Party into Common Units, exercise of the Redemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, the Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would be issued or payable with respect to or in exchange for the number of Shares constituting the Share Purchase Price as if all Series D Preferred Units of the Contributing Party had been converted into Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) The Company may retain a firm Partnership shall give written notice to the Contributing Party of independent certified public accountants selected any Major Transaction Event promptly after such Major Transaction Event is announced to the public.
(e) Notwithstanding anything to the contrary contained herein, (i) the adjustment provisions contained in this Agreement shall be applied so that there is no duplication of adjustments made pursuant to any other document or other section hereof and (ii) no adjustment under any provision hereof shall be made on account of (A) the stock split approved by the Board stockholders of Directors the General Partner on November 20, 2003 or (who may be B) the regular accountants employed by split of the Company) Common Units provided for in the Sixth Amendment to make any computation required by Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 20, 2003. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time.
(f)) Whenever the Conversion Factor is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in accordance with this Section 6 and shall prepare a certificate signed by such firm shall be conclusive evidence the chief financial officer of the correctness General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at the offices of such adjustmentthe General Partner.
(8) In g) Notwithstanding anything to the event that at any time, as a result contrary contained herein (but subject to the first sentence of an adjustment made pursuant to Subsection (1Section 6(e) abovehereof), the Holder General Partner and the Partnership agree that they will apply the provisions of this Warrant thereafter shall become entitled to receive Section 6, the definition of Share Purchase Price and any shares related provisions as if the Common Units were issued and outstanding as of the Companydate hereof. Thus, other than Common Stockfor example, thereafter if an event were to occur on December 31, 2003 that would adjust the number of Shares into which the Common Units would be exchangeable had such other shares Common Units been outstanding as of such date, but the Common Units were not actually issued until December 31, 2004, then such adjustment would be applied so receivable that, upon exercise of this Warrant shall be such issuance (but subject to further adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to for subsequent events), the Common Stock contained Units would be exchangeable in Subsections (1) to (6) inclusive above.
(9) Irrespective of any adjustments in accordance with the Exercise Price or other terms hereof for the number or kind of shares purchasable upon exercise of this WarrantShares for which the Common Units would have been exchangeable had such Common Units been outstanding on December 31, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement2003.
Appears in 1 contract
Samples: Redemption Rights Agreement (General Growth Properties Inc)
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered effective date) for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock offered effective date) for subscription such dividend, distribution, subdivision or purchase (or into which combination. Any adjustment to the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such rights or warrants; and event retroactive to the extent that shares opening of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after business on the expiration of day next following the record date, if any, for such rights or warrantsevent. In addition, the Exercise Price Conversion Factor shall be readjusted to adjusted in the Exercise Price which would then be event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Partnership Series K Preferred Units in effect had the adjustments made upon the issuance of such rights Partnership Series K Preferred Units, (ii) subdivides its outstanding Partnership Series K Preferred Units, or warrants been made upon the basis of delivery of only the (iii) combines its outstanding Partnership Series K Preferred Units into a smaller number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) Partnership Series K Preferred Units. In case such event, the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter Conversion Factor shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Partnership Series K Preferred Units issued and outstanding multiplied by on the current market price per share of Common Stock record date (as defined in Section or, if none, the effective date) for such dividend, distribution, subdivision or combination (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of Partnership Series K Preferred Units issued and outstanding on such record date (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) or effective date. Any adjustment to the Conversion Factor pursuant to the immediately preceding sentence shall become effective on the effective date of such event retroactive to the record date, if any, for such event.
(b) If at any time the holders of Class A Stock are entitled to any right (a “Right”) to subscribe pro rata for additional securities of the General Partner, whether Class A Stock or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such Right or a similar right in respect of the Series K Preferred Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that the Contributing Party would have been entitled to if the Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Class A Stock became entitled to such Right.
(c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series D Preferred Units of the Contributing Party into Series K Preferred Units, exercise of the Redemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, the Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of Common Stock outstanding multiplied by stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such current market price per share securities are of Common Stock. Such adjustment shall a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would 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 record date issued or payable with respect to or in exchange for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise constituting the Share Purchase Price as if all Series D Preferred Units of the Contributing Party had been converted into Series K Preferred Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) In the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Partnership Common Units in Partnership Common Units or makes a distribution to all holders of outstanding Partnership Common Units in Partnership Common Units, (ii) subdivides the outstanding Partnership Common Units, (iii) combines the outstanding Partnership Common Units into a smaller number of Partnership Common Units, (iv) effects a reclassification, capital reorganization or other similar change regarding or affecting outstanding Partnership Common Units, (v) effects a merger or consolidation of the Partnership with one or more entities, other than a merger pursuant to which the Partnership is the surviving entity and the outstanding Partnership Common Units are not affected, (vi) effects a sale, lease or exchange of all or substantially all of the Partnership’s assets or (vii) effects a liquidation, dissolution or winding up of the Partnership (each of the foregoing, a “Common Unit Adjustment Event”), the Partnership shall make appropriate adjustments (including any adjustment to the Common Unit Conversion Factor, as applicable) so that the securities or other property received by the Contributing Party as a result of a Common Unit Adjustment Event, in the aggregate, may be submitted for redemption or purchase pursuant to Section 2 for an amount equal to the aggregate Common Unit Purchase Price that the Contributing Party would have received had the Contributing Party converted all of its Series D Preferred Units and exercised the Redemption Rights immediately prior to such Common Unit Adjustment Event. Any adjustment to the Common Unit Conversion Factor pursuant to the immediately preceding sentence shall become effective on the effective date of such event retroactive to the record date, if any, for such event.
(e) The Partnership shall give written notice to the Contributing Party of any Major Transaction Event or Common Unit Adjustment Event promptly after such Major Transaction Event or Common Unit Adjustment Event is announced to the public.
(f) Notwithstanding anything to the contrary contained herein, (i) the adjustment provisions contained in this Agreement shall be applied so that there is no duplication of adjustments made pursuant to any other document or other section hereof and (ii) no adjustment under any provision hereof shall be made on account of (A) the stock split approved by the stockholders of the General Partner on November 20, 2003 or (B) the split of the Partnership Common Units provided for in the Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 20, 2003. The provisions of this Warrant Section 6 shall simultaneously apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights, or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time.
(g) Whenever the Conversion Factor or Common Unit Conversion Factor (as applicable) is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor or Common Unit Conversion Factor (as applicable) in accordance with this Section 6 and shall prepare a certificate signed by the chief financial officer of the General Partner setting forth the adjusted Conversion Factor or Common Unit Conversion Factor (as applicable) and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be adjusted by multiplying filed at the offices of the General Partner.
(h) Notwithstanding anything to the contrary contained herein (but subject to the first sentence of Section 6(f) hereof), the General Partner and the Partnership agree that they will apply the provisions of this Section 6, the definition of Share Purchase Price and any related provisions as if the Common Units were issued and outstanding as of the date hereof. Thus, for example, if an event were to occur on December 31, 2003 that would adjust the number of Shares initially issuable upon exercise of this Warrant by into which the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, Common Units would be exchangeable had such Common Units been outstanding as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus date, but the additional minimum considerationCommon Units were not actually issued until December 31, if any2004, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5).
(6) No adjustment in the Exercise Price shall be required unless then such adjustment would require an increase or decrease of at least five cents be applied so that, upon such issuance ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required but subject to be made shall be carried forward and taken into account in any further adjustment for subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstandingevents), the Company shall Common Units would be entitled, but shall not be required, to make such changes exchangeable in accordance with the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants).
(7) The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.
(8) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter terms hereof for the number of such other shares so receivable upon exercise of this 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 Shares for which the Common Stock contained in Subsections (1) to (6) inclusive aboveUnits would have been exchangeable had such Common Units been outstanding on December 31, 2003.
(9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Samples: Redemption Rights Agreement (Brookfield Property REIT Inc.)
Anti-Dilution and Adjustment Provisions. The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and for such dividend, distribution, subdivision or combination. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of additional shares of Common Stock offered for subscription or purchase (or into which Units. In such event, the convertible securities so offered are convertible). Such adjustment Conversion Factor shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Shares issued and outstanding multiplied by on the current market price per share of Common Stock record date for such dividend, distribution, subdivision or combination (as defined in Section (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock Shares issued and outstanding multiplied by on such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed(assuming for such purposes that such dividend distribution, subdivision or combination has occurred as of such time). Such Any adjustment shall be made whenever any such distribution is made and to the Conversion Factor shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus event retroactive to the additional minimum considerationrecord date, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5)for such event.
(6) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants).
(7) The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.
(8) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this 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 Subsections (1) to (6) inclusive above.
(9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and for such dividend, distribution, subdivision or combination. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of additional shares of Common Stock offered for subscription or purchase (or into which Units. In such event, the convertible securities so offered are convertible). Such adjustment Conversion Factor shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Shares issued and outstanding multiplied by on the current market price per share of Common Stock record date for such dividend, distribution, subdivision or combination (as defined in Section (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock Shares issued and outstanding multiplied by on such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed(assuming for such purposes that such dividend distribution, subdivision or combination has occurred as of such time). Such Any adjustment shall be made whenever any such distribution is made and to the Conversion Factor shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus event retroactive to the additional minimum considerationrecord date, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5)for such event.
(6b) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of If at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to time the holders of Common Stock or are entitled to any right (a "Right") to subscribe pro rata for additional securities convertible into of the General Partner, whether Common Stock (including Warrants)or other classifications, or for any other securities or interests that a Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, such Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for such Contributing Party to receive such Right under the Series B Preferred Unit Designation or otherwise, such Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that such Contributing Party would have been entitled to if such Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Common Stock became entitled to such Right.
(7c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series B Preferred Units of such Contributing Party into Common Units, exercise of the Redemption Rights by such Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, such Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to such Contributing Party, the kind and amount of shares of stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would be issued or payable with respect to or in exchange for the number of Shares constituting the Share Purchase Price as if all Series B Preferred Units of such Contributing Party had been converted into Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) The Company may retain a firm Partnership shall give written notice to Contributing Parties of independent certified public accountants selected by any Major Transaction Event promptly after such Major Transaction is announced to the Board public.
(e) Notwithstanding anything to the contrary contained herein, the adjustment provisions contained in this Agreement and in the Series B Preferred Unit Designation shall be applied without duplication. The provisions of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time.
(f)) Whenever the Conversion Factor is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in accordance with this Section 6 and shall prepare a certificate signed by such firm shall be conclusive evidence the chief financial officer of the correctness of General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts upon which such adjustment.
(8) In adjustment is based, and such certificate shall forthwith be filed at the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares offices of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this 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 Subsections (1) to (6) inclusive aboveGeneral Partner.
(9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered effective date) for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and (or, if none, the effective date) for such dividend, distribution, subdivision or combination. In addition, the Conversion Factor shall be adjusted in the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Series K Preferred Units in Series K Preferred Units, (ii) subdivides its outstanding Series K Preferred Units, or (iii) combines its outstanding Series K Preferred Units into a smaller number of additional shares of Common Stock offered for subscription or purchase (or into which Series K Preferred Units. In such event, the convertible securities so offered are convertible). Such adjustment Conversion Factor shall be made successively whenever such rights or warrants are issued and shall become effective immediately after the record date for the determination of shareholders entitled to receive such rights or warrants; and to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Series K Preferred Units issued and outstanding multiplied by on the current market price per share of Common Stock record date (as defined in Section or, if none, the effective date) for such dividend, distribution, subdivision or combination (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of Series K Preferred Units issued and outstanding on such record date (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) or effective date.
(b) If at any time the holders of Class A Stock are entitled to any right (a “Right”) to subscribe pro rata for additional securities of the General Partner, whether Class A Stock or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such Right or a similar right in respect of the Subject Series K Preferred Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that the Contributing Party would have been entitled to if the Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Class A Stock became entitled to such Right.
(c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series E Preferred Units of the Contributing Party into Subject Series K Preferred Units, exercise of the Redemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, the Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of Common Stock outstanding multiplied by stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such current market price per share securities are of Common Stock. Such adjustment shall a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would 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 record date issued or payable with respect to or in exchange for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise constituting the Share Purchase Price as if all Series E Preferred Units of the Contributing Party had been converted into Subject Series K Preferred Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) In the event that the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units or makes a distribution to all holders of outstanding Common Units in Common Units, (ii) subdivides the outstanding Common Units, (iii) combines the outstanding Common Units into a smaller number of Common Units, (iv) effects a reclassification, capital reorganization or other similar change regarding or affecting outstanding Common Units, (v) effects a merger or consolidation of the Partnership with one or more entities, other than a merger pursuant to which the Partnership is the surviving entity and the outstanding Common Units are not affected, (vi) effects a sale, lease or exchange of all or substantially all of the Partnership’s assets or (vii) effects a liquidation, dissolution or winding up of the Partnership (each of the foregoing, a “Common Unit Adjustment Event”), the Partnership shall make appropriate adjustments (including any adjustment to the Common Unit Conversion Factor, as applicable) so that the securities or other property received by the Contributing Party as a result of a Common Unit Adjustment Event, in the aggregate, may be submitted for redemption or purchase pursuant to Section 2 for an amount equal to the aggregate Common Unit Purchase Price that the Contributing Party would have received had the Contributing Party converted all of its Series E Preferred Units and exercised the Redemption Rights immediately prior to such Common Unit Adjustment Event.
(e) The Partnership shall give written notice to the Contributing Party of any Major Transaction Event or Common Unit Adjustment Event promptly after such Major Transaction Event or Common Unit Adjustment Event is announced to the public.
(f) Notwithstanding anything to the contrary contained herein, the adjustment provisions contained in this Agreement shall be applied so that there is no duplication of adjustments made pursuant to any other document or other section hereof. The provisions of this Warrant Section 6 shall simultaneously apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership or other transaction described in clause (Z) of Section 4(b) of the Series E Preferred Unit Designation.
(g) Whenever the Conversion Factor or Common Unit Conversion Factor (as applicable) is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor or Common Unit Conversion Factor (as applicable) in accordance with this Section 6 and shall prepare a certificate signed by the chief financial officer of the General Partner setting forth the adjusted Conversion Factor or Common Unit Conversion Factor (as applicable) and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be adjusted by multiplying filed at the offices of the General Partner and a copy thereof shall be promptly sent to the Contributing Party. Any adjustment to the Conversion Factor or the Common Unit Conversion Factor pursuant to Section 6(a) or Section 6(d) (respectively) with respect to any event shall become effective at such time as is necessary to prevent dilution or expansion of the Redemption Rights on account of such event.
(h) Notwithstanding anything to the contrary contained herein (but subject to the first sentence of Section 6(e) hereof), the General Partner and the Partnership agree that they will apply the provisions of this Section 6, the definition of Share Purchase Price and any related provisions as if the Subject Common Units were issued and outstanding as of the date hereof. Thus, for example, if an event were to occur on December 31, 2004 that would adjust the number of Shares initially issuable upon exercise of this Warrant by into which the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, Subject Common Units would be exchangeable had such Subject Common Units been outstanding as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus date, but the additional minimum considerationSubject Common Units were not actually issued until December 31, if any2005, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5).
(6) No adjustment in the Exercise Price shall be required unless then such adjustment would require an increase or decrease of at least five cents be applied so that, upon such issuance ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required but subject to be made shall be carried forward and taken into account in any further adjustment for subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstandingevents), the Company shall Subject Common Units would be entitled, but shall not be required, to make such changes exchangeable in accordance with the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants).
(7) The Company may retain a firm of independent certified public accountants selected by the Board of Directors (who may be the regular accountants employed by the Company) to make any computation required by this Section (f), and a certificate signed by such firm shall be conclusive evidence of the correctness of such adjustment.
(8) In the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares of the Company, other than Common Stock, thereafter terms hereof for the number of Shares for which the Subject Common Units would have been exchangeable had such other shares so receivable upon exercise of this Warrant shall be subject to adjustment from time to time in a manner and Subject Common Units been outstanding on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in Subsections (1) to (6) inclusive aboveDecember 31, 2004.
(9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Samples: Redemption Rights Agreement (Brookfield Property REIT Inc.)
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of shares, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Shares. The Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and for such dividend, distribution, subdivision or combination. Any adjustment to the number of additional shares of Common Stock offered for subscription or purchase (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and Conversion Factor shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such rights or warrants; and event retroactive to the extent that shares of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of record date, if any, for such rights or warrants, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually deliveredevent.
(3b) In case If at any time the Company shall hereafter distribute General Partner grants to its stockholders any right to subscribe pro rata for additional securities of the holders of its General Partner, whether Common Stock evidences or other classifications, or for any other securities or interests that Contributing Partner would have been entitled to subscribe for if, immediately prior to such grant, Contributing Partner had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of its indebtedness any adjustment under any other subsection of this Section 6 or assets (excluding cash dividends or distributions and dividends or distributions referred other provision of this Agreement, then the General Partner also shall grant to in Subsection (1) above) or Contributing Partner the same subscription rights or warrants (excluding those referred that Contributing Partner would be entitled to if Contributing Partner had exercised its Redemption Rights in Subsection (2) above), then in each such case full and received the Exercise Share Purchase Price in effect thereafter shall be determined by multiplying the Exercise Price in effect immediately satisfaction thereof prior thereto by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the current market price per share of Common Stock (as defined in Section to such grant.
(c) above), less Upon the fair market occurrence of a Major Transaction Event where at least one-half of the value (as determined in good faith by the Company’s Board of DirectorsGeneral Partner) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such current 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 record date for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company stockholders of the General Partner in connection with such Major Transaction Event is in the form of securities in a successor entity, the General Partner shall cause effective provision to be made so that, upon exercise of the Redemption Rights and payment of the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, Unitholders shall have the right to acquire, in lieu of p the Shares which would have been surrendered therefor, the kind and amount of shares of stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would be issued or payable with respect to or in exchange for the issuance number of Shares constituting the Share Purchase Price as if such securities plus Redemption Rights had been exercised and the additional minimum consideration, if any, to be received General Partner had satisfied the Redemption Rights by delivery of the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5)Share Purchase Price immediately before such Major Transaction Event.
(6d) No adjustment in In the Exercise Price event of any other Major Transaction Event, each Unitholder shall be required unless entitled to exercise the Redemption Right in full prior to the consummation of such adjustment would require an increase Major Transaction Event, and, with respect to any Shares acquired upon exercise thereof, shall be entitled to all of the rights of the other holders of Shares with respect to any distribution by the General Partner (or decrease of at least five cents ($0.05the other party to such Major Transaction Event) in connection with such price; providedMajor Transaction Event. If not exercised within forty-five days after written notice from the General Partner of such Major Transaction Event or such shorter period between the date of such notice and the effective date of such Major Transaction Event, howeverthe Redemption Rights shall terminate at the expiration of such period, that any adjustments which by reason of this Subsection (6) are not required to be made but the Redemption Rights shall be carried forward and taken into account in revived if such Major Transaction Event is not consummated.
(e) The Partnership shall give written notice of any subsequent adjustment required Major Transaction Event promptly after such Major Transaction is announced to be made hereunder. All calculations under this Section the public.
(f) The provisions of this Section 6 shall be made apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the nearest cent exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the nearest one-hundredth of a sharePartnership Agreement, as the case may be. Anything in this Section (f) amended from time to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to the holders of Common Stock or securities convertible into Common Stock (including Warrants)time.
(7g) The Company may retain a firm of independent certified public accountants selected by Whenever the Board of Directors (who may be Conversion Factor is adjusted as herein provided, the regular accountants employed by General Partner shall compute the Company) to make any computation required by this adjusted Conversion Factor in accordance with Section (f), 6 and shall prepare a certificate signed by such firm shall be conclusive evidence the chief financial officer of the correctness of General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts upon which such adjustment.
(8) In adjustment is based, and such certificate, shall forthwith be filed at the event that at any time, as a result of an adjustment made pursuant to Subsection (1) above, the Holder of this Warrant thereafter shall become entitled to receive any shares offices of the Company, other than Common Stock, thereafter the number of such other shares so receivable upon exercise of this 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 Subsections (1) to (6) inclusive aboveGeneral Partner.
(9) Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon exercise of this Warrant, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement.
Appears in 1 contract
Samples: Redemption Rights Agreement (General Growth Properties Inc)
Anti-Dilution and Adjustment Provisions. (a) The Exercise Price in effect at any time and the number of securities purchasable upon the exercise of the Warrant Conversion Factor shall be subject to adjustment from time to time upon adjusted in the happening of certain events as follows:
(1) In case event that the Company shall General Partner (i) declare declares or pays a dividend or make a distribution on its outstanding shares Shares in Shares or makes a distribution to all holders of Common Stock its outstanding Shares in shares of Common StockShares, (ii) subdivide or reclassify subdivides its outstanding shares of Common Stock into a greater number of sharesShares, or (iii) combine or reclassify combines its outstanding shares of Common Stock Shares into a smaller number of sharesShares. In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution, or of the effective date of such subdivision, combination or reclassification Conversion Factor shall be adjusted so that it shall equal the price determined by multiplying the Exercise Price by a fraction, the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such action, and the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such action. Such adjustment shall be made successively whenever any event listed above shall occur.
(2) In case the Company shall fix a record date for the issuance of rights or warrants to all holders of its Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price (the “Subscription Price”) (or having a conversion price per share) less than the Exercise Price on such record date, the Exercise Price shall be adjusted so that the same shall equal the price determined by multiplying the Exercise Price in effect immediately prior to the date of issuance Conversion Factor by a fraction, the numerator of which shall be the sum of the number of shares Shares issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered effective date) for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or the aggregate conversion price of the convertible securities so offered) would purchase at the Exercise Price in effect immediately prior to the date combination has occurred as of such issuance, time) and the denominator of which shall be the sum of the actual number of shares of Common Stock Shares (determined without the above assumption) issued and outstanding on the record date mentioned above and (or, if none, the number of additional shares of Common Stock offered effective date) for subscription such dividend, distribution, subdivision or purchase (or into which combination. Any adjustment to the convertible securities so offered are convertible). Such adjustment shall be made successively whenever such rights or warrants are issued and Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after the record effective date for the determination of shareholders entitled to receive such rights or warrants; and event retroactive to the extent opening of business on the day next following the record date, if any, for such event. In addition, the Conversion Factor shall be adjusted in the event that shares the Partnership (i) declares or pays a dividend or distribution on its outstanding Common Units in Common Units, (ii) subdivides its outstanding Common Units, or (iii) combines its outstanding Common Units into a smaller number of Common Stock are not delivered (or securities convertible into Common Stock are not delivered) after the expiration of Units. In such rights or warrantsevent, the Exercise Price Conversion Factor shall be readjusted to the Exercise Price which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into Common Stock) actually delivered.
(3) In case the Company shall hereafter distribute to the holders of its Common Stock evidences of its indebtedness or assets (excluding cash dividends or distributions and dividends or distributions referred to in Subsection (1) above) or subscription rights or warrants (excluding those referred to in Subsection (2) above), then in each such case the Exercise Price in effect thereafter shall be determined adjusted by multiplying the Exercise Price in effect immediately prior thereto Conversion Factor by a fraction, the numerator of which shall be the total actual number of shares of Common Stock Units issued and outstanding multiplied by on the current market price per share of Common Stock record date (as defined in Section or, if none, the effective date) for such dividend, distribution, subdivision or combination (cdetermined without the below assumption) above), less the fair market value (as determined by the Company’s Board of Directors) of said assets or evidences of indebtedness so distributed or of such rights or warrants, and the denominator of which shall be the total number of shares of Common Stock Units issued and outstanding multiplied by on such current market price per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed(assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time) or effective date. Such Any adjustment shall be made whenever any such distribution is made and to the Conversion Factor pursuant to the immediately preceding sentence shall become effective immediately after on the effective date of such event retroactive to the record date for the determination of shareholders entitled to receive such distribution.
(4) Whenever the Exercise Price payable upon exercise of each Warrant is adjusted pursuant to Subsections (1), (2), and (3) above, the number of Shares purchasable upon exercise of this Warrant shall simultaneously be adjusted by multiplying the number of Shares initially issuable upon exercise of this Warrant by the Exercise Price in effect on the date hereof and dividing the product so obtained by the Exercise Price, as adjusted.
(5) In the case of the issuance of securities convertible into or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum considerationdate, if any, to be received by the Company upon the conversion or exchange thereof the consideration in each case to be determined in the same manner as provided in clauses (A) and (B) of this Subsection (5)for such event.
(6b) No adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of If at least five cents ($0.05) in such price; provided, however, that any adjustments which by reason of this Subsection (6) are not required to be made shall be carried forward and taken into account in any subsequent adjustment required to be made hereunder. All calculations under this Section (f) shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. Anything in this Section (f) to the contrary notwithstanding, the Company shall be entitled, but shall not be required, to make such changes in the Exercise Price, in addition to those required by this Section (f), as it shall determine, in its sole discretion, to be advisable in order that any dividend or distribution in shares of Common Stock, or any subdivision, reclassification or combination of Common Stock, hereafter made by the Company shall not result in any federal income tax liability to time the holders of Common Stock or are entitled to any right (a "Right") to subscribe pro rata for additional securities convertible into of the General Partner, whether Common Stock (including Warrants)or other classifications, or for any other securities or interests that the Contributing Party would have been entitled to subscribe for if, immediately prior to such grant, the Contributing Party had exercised its Redemption Rights and received the Share Purchase Price in payment thereof, in lieu of any adjustment under any other subsection of this Section 6 or other provision of this Agreement and except to the extent that provision otherwise has been made for the Contributing Party to receive such Right or a similar right in respect of the Common Units or adjustment otherwise has been made in respect thereof, the Contributing Party also shall receive from the General Partner, prior to or concurrent with the time such Right becomes exercisable, the same Right that the Contributing Party would have been entitled to if the Contributing Party had exercised its Redemption Rights in full and received the Share Purchase Price in satisfaction thereof immediately prior to the time holders of Common Stock became entitled to such Right.
(7c) Upon the occurrence of a Major Transaction Event, the General Partner shall cause effective provision to be made so that, upon full conversion of the Series D Preferred Units of the Contributing Party into Common Units, exercise of the Redemption Rights by the Contributing Party in respect thereof and the election of the General Partner to pay the Purchase Price at any time following such Major Transaction Event by means of the Share Purchase Price, the Contributing Party shall have the right to acquire, in lieu of the Shares which otherwise would have been issued to the Contributing Party, the kind and amount of shares of stock and other securities and property (and the provisions contained in Section 4.1 shall apply anew to the extent that such securities are of a class of securities of the General Partner or its successor that are registered under the Exchange Act) and interests as would be issued or payable with respect to or in exchange for the number of Shares constituting the Share Purchase Price as if all Series D Preferred Units of the Contributing Party had been converted into Common Units, such Redemption Rights had been exercised and the General Partner had satisfied the Redemption Rights by delivery of the Share Purchase Price immediately before such Major Transaction Event.
(d) The Company may retain a firm Partnership shall give written notice to the Contributing Party of independent certified public accountants selected any Major Transaction Event promptly after such Major Transaction Event is announced to the public.
(e) Notwithstanding anything to the contrary contained herein, (i) the adjustment provisions contained in this Agreement shall be applied so that there is no duplication of adjustments made pursuant to any other document or other section hereof and (ii) no adjustment under any provision hereof shall be made on account of (A) the stock split approved by the Board stockholders of Directors the General Partner on November 20, 2003 or (who may be B) the regular accountants employed by split of the Company) Common Units provided for in the Sixth Amendment to make any computation required by Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of November 20, 2003. The provisions of this Section 6 shall apply to successive events that may occur from time to time but only shall apply to a particular event if it occurs prior to the exercise in full of the Redemption Rights or the liquidation of the Partnership. Nothing contained herein shall prevent or otherwise limit the liquidation of the Partnership pursuant to the Partnership Agreement, as amended from time to time.
(f)) Whenever the Conversion Factor is adjusted as herein provided, the General Partner shall compute the adjusted Conversion Factor in accordance with this Section 6 and shall prepare a certificate signed by such firm shall be conclusive evidence the chief financial officer of the correctness General Partner setting forth the adjusted Conversion Factor and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at the offices of such adjustmentthe General Partner.
(8) In g) Notwithstanding anything to the event that at any time, as a result contrary contained herein (but subject to the first sentence of an adjustment made pursuant to Subsection (1Section 6(e) abovehereof), the Holder General Partner and the Partnership agree that they will apply the provisions of this Warrant thereafter shall become entitled to receive Section 6, the definition of Share Purchase Price and any shares related provisions as if the Common Units were issued and outstanding as of the Companydate hereof. Thus, other than Common Stockfor example, thereafter if an event were to occur on December 31, 2003 that would adjust the number of Shares into which the Common Units would be exchangeable had such other shares Common Units been outstanding as of such date, but the Common Units were not actually issued until December 31, 2004, then such adjustment would be applied so receivable that, upon exercise of this Warrant shall be such issuance (but subject to further adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to for subsequent events), the Common Stock contained Units would be exchangeable in Subsections (1) to (6) inclusive above.
(9) Irrespective of any adjustments in accordance with the Exercise Price or other terms hereof for the number or kind of shares purchasable upon exercise of this WarrantShares for which the Common Units would have been exchangeable had such Common Units been outstanding on December 31, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the similar Warrants initially issuable pursuant to this Agreement2003.
Appears in 1 contract
Samples: Redemption Rights Agreement (General Growth Properties Inc)
