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.
Appears in 6 contracts
Samples: First Supplemental Indenture (Vale S.A.), First Supplemental Indenture (Vale S.A.), Second 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.,
Appears in 2 contracts
Samples: First Supplemental Indenture (Vale Capital LTD), First Supplemental Indenture (Companhia Vale Do Rio Doce)
