Common use of Cash Dividends; Excess Purchase Payments Clause in Contracts

Cash Dividends; Excess Purchase Payments. If the Company shall, after the date of this Agreement, declare a record date in respect of a distribution of cash (other than any Permitted Dividend, any cash distributed in consideration of fractional Class A Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Class A Common Stock, or make an Excess Purchase Payment, then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Class A Common Stock on such record date, and the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one Share of Class A Common Stock which would not be a Permitted Dividend or, in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Class A Common Stock outstanding on such record date. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(e).

Appears in 2 contracts

Samples: Purchase Agreement (Ameritrade Automatic Common Exchange Security Tr), Purchase Agreement (Ameritrade Automatic Common Exchange Security Tr)

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Cash Dividends; Excess Purchase Payments. If the Company shall, after the date of this Agreement, declare a record date in respect of a distribution of cash (other than any Permitted Dividend, any cash distributed in consideration of fractional Class A Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Class A Common Stock, or make an Excess Purchase Payment, then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Class A Common Stock on such record date, and the denominator of which shall be such Then-Then- Current Market Price less the amount of such distribution applicable to one Share of Class A Common Stock which would not be a Permitted Dividend or, in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Class A Common Stock outstanding on such record date. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(e).

Appears in 1 contract

Samples: Purchase Agreement (Ameritrade Automatic Common Exchange Security Tr)

Cash Dividends; Excess Purchase Payments. If the Company shall, after the date of this Agreement, declare a record date in respect of a distribution of cash (other than any Permitted Dividend, any cash distributed in consideration of fractional Class A Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Class A Common Stock, or make an Excess Purchase Payment, then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Class A Common Stock on such record date, and the denominator of which shall be such Then-Then- Current Market Price less the amount of such distribution applicable to one Ordinary Share of Class A Common Stock which would not be a Permitted Dividend or, in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Class A Common Stock outstanding on such record date. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(e).

Appears in 1 contract

Samples: Purchase Agreement (Tenth Automatic Common Exchange Security Trust)

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Cash Dividends; Excess Purchase Payments. If the Company shall, after the date of this Agreement, declare a record date in respect of a distribution of cash (other than any Permitted Dividend, any cash distributed in consideration of fractional shares of Class A Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Class A Common Stock, or make an Excess Purchase Payment, then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Class A Common Stock on such record date, and the denominator of which shall be such Then-Then- Current Market Price less the amount of such distribution applicable to one Share share of Class A Common Stock which would not be a Permitted Dividend or, in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Class A Common Stock outstanding on such record date. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(e).

Appears in 1 contract

Samples: Purchase Agreement (Eleventh Automatic Common Exchange Security Trust)

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