Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price and ADS Price. (i) All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of an ADS (or, if there is not a nearest 1/10,000th of an ADS, to the next lower 1/10,000th of an ADS). Prior to the Maturity Date, no adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the earlier of the Maturity Date and the date of a Cash Acquisition, adjustments to the Conversion Rate shall be made with respect to any such adjustment carried forward and which has not been taken into account before such date. If an adjustment is made to the Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of Section 2.3(b) shall apply on the conversion date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) and the denominator of which shall be the Conversion Rate immediately before such adjustment; provided, that if such adjustment to the Conversion Rate is required to be made pursuant to the occurrence of any of the events contemplated by Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) during the period taken into consideration for determining the Twenty Day Market Value, appropriate and customary adjustments shall be made to the Conversion Rate. (ii) If an adjustment is made to the Minimum Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), a proportional adjustment shall be made to each ADS Price set forth in the table included in the definition of “Cash Acquisition Conversion Rate.” Such adjustment shall be made by multiplying each ADS Price included in such table by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to such adjustment and the denominator of which is the Minimum Conversion Rate immediately after such adjustment. (iii) No adjustment to the Conversion Rate need be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, so long as the distributed assets or securities that the Holders would receive upon conversion of the Notes (if such assets or securities are convertible, exchangeable or exercisable) are convertible, exchangeable or exercisable as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Notes. For the avoidance of doubt, it is understood that the applicable Conversion Rate shall not be adjusted: (A) upon the issuance of any preferred class A shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on CVRD’s securities and the investment of additional optional amounts in preferred class A shares under any plan; (B) upon the issuance of any preferred class A shares or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by CVRD or any of its subsidiaries; (C) upon the issuance of any preferred class A shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued; (D) for accrued and unpaid interest. (iv) The Company shall have the power to resolve any ambiguity or correct any error in this Section 2.8 and its action in so doing, as evidenced by a resolution of its board of directors, or a duly authorized committee thereof, shall be final and conclusive.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Vale Capital LTD), Second Supplemental Indenture (Companhia Vale Do Rio Doce)
Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price and ADS Price. (i) All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of an ADS (or, if there is not a nearest 1/10,000th of an ADS, to the next lower 1/10,000th of an ADS). Prior to the Maturity Date, no adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the earlier of the Maturity Date and the date of a Cash Acquisition, adjustments to the Conversion Rate shall be made with respect to any such adjustment carried forward and which has not been taken into account before such date. If an adjustment is made to the Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of Section 2.3(b) shall apply on the conversion date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) and the denominator of which shall be the Conversion Rate immediately before such adjustment; provided, that if such adjustment to the Conversion Rate is required to be made pursuant to the occurrence of any of the events contemplated by Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) during the period taken into consideration for determining the Twenty Day Market Value, appropriate and customary adjustments shall be made to the Conversion Rate.
(ii) If an adjustment is made to the Minimum Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), a proportional adjustment shall be made to each ADS Price set forth in the table included in the definition of “Cash Acquisition Conversion Rate.” Such adjustment shall be made by multiplying each ADS Price included in such table by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to such adjustment and the denominator of which is the Minimum Conversion Rate immediately after such adjustment.
(iii) No adjustment to the Conversion Rate need be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, so long as the distributed assets or securities that the Holders would receive upon conversion of the Notes (if such assets or securities are convertible, exchangeable or exercisable) are convertible, exchangeable or exercisable as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Notes. For the avoidance of doubt, it is understood that the applicable Conversion Rate shall not be adjusted:
(A) upon the issuance of any preferred class A shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on CVRD’s securities and the investment of additional optional amounts in preferred class A shares under any plan;
(B) upon the issuance of any preferred class A shares or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by CVRD or any of its subsidiaries;
(C) upon the issuance of any preferred class A shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued;
(D) for accrued and unpaid interest.
(iv) The Company shall have the power to resolve any ambiguity or correct any error in this Section 2.8 and its action in so doing, as evidenced by a resolution of its board of directors, or a duly authorized committee thereof, shall be final and conclusive.,
Appears in 2 contracts
Samples: First Supplemental Indenture (Vale Capital LTD), First Supplemental Indenture (Companhia Vale Do Rio Doce)
Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price and ADS Price. (i) All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of an ADS (or, if there is not a nearest 1/10,000th of an ADS, to the next lower 1/10,000th of an ADS). Prior to the Maturity Date, no adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the earlier of the Maturity Date and the date of a Cash Acquisition, adjustments to the Conversion Rate shall be made with respect to any such adjustment carried forward and which has not been taken into account before such date. If an adjustment is made to the Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of Section 2.3(b) shall apply on the conversion date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) and the denominator of which shall be the Conversion Rate immediately before such adjustment; provided, that if such adjustment to the Conversion Rate is required to be made pursuant to the occurrence of any of the events contemplated by Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) during the period taken into consideration for determining the Twenty Day Market Value, appropriate and customary adjustments shall be made to the Conversion Rate.
(ii) If an adjustment is made to the Minimum Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), a proportional adjustment shall be made to each ADS Price set forth in the table included in the definition of “Cash Acquisition Conversion Rate.” Such adjustment shall be made by multiplying each ADS Price included in such table by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to such adjustment and the denominator of which is the Minimum Conversion Rate immediately after such adjustment.
(iii) No adjustment to the Conversion Rate need be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, so long as the distributed assets or securities that the Holders would receive upon conversion of the Notes (if such assets or securities are convertible, exchangeable or exercisable) are convertible, exchangeable or exercisable as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Notes. For the avoidance of doubt, it is understood that the applicable Conversion Rate shall not be adjusted:
(A) upon the issuance of any preferred class A common shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on CVRDVale’s securities and the investment of additional optional amounts in preferred class A common shares under any plan;
(B) upon the issuance of any preferred class A common shares or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by CVRD VALE or any of its subsidiaries;
(C) upon the issuance of any preferred class A common shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued;
(D) for accrued and unpaid interest.
(iv) The Company shall have the power to resolve any ambiguity or correct any error in this Section 2.8 and its action in so doing, as evidenced by a resolution of its board of directors, or a duly authorized committee thereof, shall be final and conclusive.
Appears in 2 contracts
Samples: First Supplemental Indenture (Vale S.A.), First Supplemental Indenture (Vale S.A.)
Calculation of Adjustments; Adjustments to Threshold Appreciation Price, Initial Price and ADS Price. (i) All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of an ADS (or, if there is not a nearest 1/10,000th of an ADS, to the next lower 1/10,000th of an ADS). Prior to the Maturity Date, no adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that on the earlier of the Maturity Date and the date of a Cash Acquisition, adjustments to the Conversion Rate shall be made with respect to any such adjustment carried forward and which has not been taken into account before such date. If an adjustment is made to the Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining which of clauses (i), (ii) and (iii) of Section 2.3(b) shall apply on the conversion date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) and the denominator of which shall be the Conversion Rate immediately before such adjustment; provided, that if such adjustment to the Conversion Rate is required to be made pursuant to the occurrence of any of the events contemplated by Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b) during the period taken into consideration for determining the Twenty Day Market Value, appropriate and customary adjustments shall be made to the Conversion Rate.
(ii) If an adjustment is made to the Minimum Conversion Rate pursuant to Sections 2.8(a)(i), 2.8(a)(ii), 2.8(a)(iii), 2.8(a)(iv), 2.8(a)(v), 2.8(a)(vi) or 2.8(b), a proportional adjustment shall be made to each ADS Price set forth in the table included in the definition of “Cash Acquisition Conversion Rate.” Such adjustment shall be made by multiplying each ADS Price included in such table by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to such adjustment and the denominator of which is the Minimum Conversion Rate immediately after such adjustment.
(iii) No adjustment to the Conversion Rate need be made if Holders may participate in the transaction that would otherwise give rise to an adjustment, so long as the distributed assets or securities that the Holders would receive upon conversion of the Notes (if such assets or securities are convertible, exchangeable or exercisable) are convertible, exchangeable or exercisable as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Notes. For the avoidance of doubt, it is understood that the applicable Conversion Rate shall not be adjusted:
(A) upon the issuance of any preferred class A shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on CVRDVale’s securities and the investment of additional optional amounts in preferred class A shares under any plan;
(B) upon the issuance of any preferred class A shares or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by CVRD Vale or any of its subsidiaries;
(C) upon the issuance of any preferred class A shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued;
(D) for accrued and unpaid interest.
(iv) The Company shall have the power to resolve any ambiguity or correct any error in this Section 2.8 and its action in so doing, as evidenced by a resolution of its board of directors, or a duly authorized committee thereof, shall be final and conclusive.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Vale S.A.), Second Supplemental Indenture (Vale S.A.)
