Capital Distribution. Distributing to participants, once within the first 15 years from the date of settlement legislation, capital up to a maximum amount per participant, expressed in dollars, equal to the product of 3,541 and the quotient obtained when the latest available monthly value of the Consumer Price Index (“CPI”) at the time the distribution is made is divided by the CPI in respect of April 1991.
Capital Distribution. (i) The Board agrees, subject to the existence of lawfully available funds and consistent with the Board’s fiduciary duties, without taking into account any acquisition by the Company not currently publicly announced, to commence or implement a stock repurchase program, self tender offer, cash dividend or other transaction or series of transactions (the “Capital Distribution”) in the amount of $40 million (inclusive of any currently available funds related to the Company’s currently authorized stock repurchase program, which was announced in June 2010) to be commenced or implemented during the calendar quarter ending March 31, 2011 and completed prior to December 31, 2011.
(ii) Concurrently with the election of directors at the 2010 Annual Meeting and the appointment of the Investor Director, the Board shall form a Special Committee (the “Special Committee”), consisting of Xx. Xxxxxx and three other directors designated by the Board (with Xx. Xxxxxx serving as chairman of such committee) to consider the mechanism and timing of the Capital Distribution and to make recommendations to the Board with respect to such matters. The Special Committee shall select and retain an independent financial advisor to advise the Special Committee in its evaluation of such matters. The Special Committee will be disbanded upon the earlier of (A) the commencement of the Capital Distribution or (B) March 31, 2011.
(iii) The Board agrees to consider by January 31, 2011, any recommendations concerning a Capital Distribution presented by the Special Committee in good faith, subject to the existence of lawfully available funds and consistent with the Board’s fiduciary duties.
(iv) The Investors agree that to the extent that any portion of the Capital Distribution takes the form of a self tender offer, none of the Investors shall sell, directly or indirectly, or otherwise agree to divest any shares of Common Stock beneficially owned by the Investors from the date of the definitive announcement of such self tender offer until the earlier of (A) 10 days after the consummation of the self tender offer or (B) 90 days after the definitive announcement of the self tender offer.
Capital Distribution. If at any time from and after the occurrence of a Triggering Event, the Company shall pay or make any Capital Distribution to its shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such Capital Distribution by the following fraction: A where: A shall mean the Current Market Price of one Ordinary Share on the last business day preceding the date of the Capital Distribution is publicly announced; and B shall mean the Fair Market Value on the date of such announcement, immediately after the Capital Distribution, of the portion of the Capital Distribution attributable to one Ordinary Share. Such adjustment shall become effective on the date that such Capital Distribution is made.
Capital Distribution. If and whenever the Company shall pay or make any Capital Distribution to the Shareholders (except where and to the extent that the Conversion Price falls to be adjusted under sub-paragraph (ii) above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such Capital Distribution by the following fraction: where : A is the Current Market Price of one Share on the dealing day immediately preceding the date on which the Capital Distribution is publicly announced or (failing such announcement) the dealing date immediately preceding the date of the Capital Distribution; and B is the fair market value on the date of such announcement (or as the case may require, the dealing date falling on the date of the Capital Distribution), as determined in good faith by the Approved Investment Bank or the Auditors, acting as an expert, of the portion of the Capital Distribution attributable to one Share. Provided that if in the opinion of the Approved Investment Bank or the Auditors, the fair market value as aforesaid produces a result which is significantly inequitable, the Approved Investment Bank or the Auditors may, acting as an expert, instead determine (and in such event the above formula shall be construed accordingly) the amount which should properly be attributed to the value of the Capital Distribution. Such adjustment shall become effective on the date that such Capital Distribution is announced or (as the case may require), the dealing date falling on the date of such Capital Distribution.
Capital Distribution. If and whenever the Company shall pay or make any Capital Distribution to the Shareholders (except where the Conversion Price falls to be adjusted under sub- paragraph (ii) above or falls within sub-paragraph (ii) above but no adjustment falls to be made), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such Capital Distribution by the following fraction:- where: A is the Current Market Price of one Share on the dealing day last preceding the date on which the Capital Distribution is publicly announced; and B is the fair market value on the date of such announcement, as determined in good faith by an approved merchant bank or the auditors of the Company, of the portion of the Capital Distribution attributable to one Share. Such adjustment shall become effective on the date that such Capital Distribution is actually made.
Capital Distribution. If and whenever the Company shall pay or make any Capital Distribution to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such Capital Distribution by the following fraction:- where
Capital Distribution. Participation percentage of the applicant or its promoting group in the paid capital of the projected institution;
Capital Distribution. Immediately after the Effective Time of the Assignment and Assumption, as the next step in the Plan of Liquidation, Assignor will pay and distribute to its sole shareholder, Assignee, the Capital Distribution as further described in Exhibit 1 hereto, and subject to prior receipt of all required approvals and consents, including regulatory approvals, of such distribution.
Capital Distribution. If and whenever the Issuer shall pay or make any Capital Distribution to the Shareholders (except where the Exercise Price falls to be adjusted under Condition 6.5(b) above), the Exercise Price shall be adjusted by multiplying the Exercise Price in force immediately before such Capital Distribution by the following fraction: A − B A where: A is the Current Market Price of one Share on the last Trading Day preceding the date on which the Capital Distribution is publicly announced; and B is the Fair Market Value on the date of such announcement of the portion of the Capital Distribution attributable to one Share. Such adjustment shall become effective on the date that such Capital Distribution is made.
Capital Distribution. If and whenever the Company shall pay or make any distribution to the Shareholders (except to the extent that the Conversion Rejection Price falls to be adjusted as described in (ii) above), the Conversion Rejection Price shall be adjusted by multiplying the Conversion Rejection Price in force immediately before such distribution by the following fraction: A – B A A is the Current Market Price of one Share on the Trading Day immediately prior to the first Trading Day on which such Share is traded ex-dividend or ex-distribution; and B is the fair market value on such Trading Day of the portion of the distribution attributable to one Share. Such adjustment shall become effective on the day on which the Shares are traded ex-entitlement on the Relevant Stock Exchange or if later, the first date upon which the fair market value of the distribution is capable of being determined. In making any calculation pursuant to this (iii), such adjustments (if any) shall be made as the Calculation Agent may consider appropriate to reflect (a) any consolidation or subdivision of the Shares, (b) issues of Shares by way of capitalisation of profits or reserves, or any like or similar event, (c) the modification of any rights to dividends of Shares or (d) any change in the fiscal year of the Company;
