Cash Dividends or Distributions. If any cash dividend or distribution (other than a distribution described in Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.06 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section 10.05(d))) is made to all or substantially all holders of the Common Stock, the Conversion Rate will be increased based on the following formula: CR1 = CR0 x SP0 – T SP0 –C where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP0= the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and C = the amount in cash per share the Company distributes to holders of Common Stock. The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate pursuant to this Section 10.05; provided, however, that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 10.05(d). Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for such cash dividend or distribution, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If any such dividend or distribution is declared but not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
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Cash Dividends or Distributions. If any cash dividend or distribution (other than a distribution described in Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.06 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section 10.05(d))) is made to all or substantially all holders of the Common Stock, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x SP0 – T SP0 –C where where: CR0 = the Conversion Rate in effect immediately prior to before the Open of Business on the Ex-Dividend Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the such Ex-Dividend Date for such dividend or distributionDate; SP0= SP = the Last Reported Sale Price per share of the Common Stock on the Trading Day immediately preceding the before such Ex-Dividend Date for Date; and D = the cash amount distributed per share of Common Stock in such dividend or distribution; T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and C = the amount in cash per share the Company distributes to holders of Common Stock. The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate pursuant to this Section 10.05; provided, however, that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section 10.05(d). Notwithstanding the foregoing, if “C” (as defined above) D is equal to or greater than “SP0” SP, or if the difference between D and SP is less than one dollar (as defined above$1.00), then, in lieu of the foregoing increaseadjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such cash dividend or distribution, at the same time and upon on the same terms as holders of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If For the avoidance of doubt, pursuant to the definition of CR1 above, any adjustment to the Conversion Rate made pursuant to this Section 5.05(A)(iv) will become effective immediately after the Open of Business on the Ex-Dividend Date for the applicable dividend or distribution. To the extent any such dividend or distribution is declared but not so paid made or madepaid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if such had the adjustment been made on the basis of only the dividend or distribution had not been declareddistribution, if any, actually made or paid.
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Samples: K2m Group Holdings, Inc.
Cash Dividends or Distributions. If any cash dividend or distribution (other than a distribution described in Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.06 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section 10.05(d))) is made to all or substantially all holders of the Common Stock, the Conversion Rate will shall be increased based on the following formula: CR1 = CR0 x SP0 – T SP0 –C where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; CR1 CR’ = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP0= SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and C = the amount in cash per share of Common Stock the Company Issuer distributes to holders of its Common Stock. The Such increase shall become effective immediately after the Open of Business on the Ex-Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate pursuant shall be decreased to this Section 10.05; providedbe the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, howeverif the application of the foregoing formula would result in a decrease in the Conversion Rate, that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant will be made (other than with respect to this Section 10.05(dthe Company’s right to readjust the Conversion Rate as described in the immediately preceding sentence). Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder will holder of Notes shall receive, for each $1,000 principal amount of Notes held on the record date for such cash dividend or distributionNotes, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder holder would have received as if such Holder holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If any the Ex-Dividend Date for such dividend or distribution is declared but not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declareddistribution.
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Cash Dividends or Distributions. If any cash dividend or distribution (other than a distribution described in Section Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.06 0.05 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section Section 10.05(d))) is made to all or substantially all holders of the Common Stock, the Conversion Rate will be increased based on the following formula: CR1 = =CR0 x SP0 – T SP0 –C where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution; SP0= the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and C = the amount in cash per share the Company distributes to holders of Common Stock. The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate pursuant to this Section Section 10.05; provided, however, that no adjustment will be made to the Dividend Threshold for any adjustment to the Conversion Rate pursuant to this Section Section 10.05(d). Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the record date for such cash dividend or distribution, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If any such dividend or distribution is declared but not so paid or made, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.
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Cash Dividends or Distributions. If any cash dividend or distribution (other than a distribution described in Section 10.05(e), and other than a regular, quarterly cash dividend that does not exceed $0.06 per share (the “Dividend Threshold,” which Dividend Threshold shall be subject to adjustment as set forth below in this Section 10.05(d))) is made to all or substantially all holders of the Common StockIssuer Class A Shares, the Conversion Rate will shall be increased adjusted based on the following formula: CR1 = CR0 x SP0 – T SP0 –C where where, CR0 = the Conversion Rate in effect immediately prior to the Open close of Business business on the Ex-Dividend Record Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open close of Business business on the Ex-Dividend Record Date for such dividend or distribution; SP0= SP0 = the Last Reported Sale Price of the Common Stock Issuer Class A Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; T = the Dividend Threshold; provided, however, that if the dividend or distribution is not a regular quarterly cash dividend, then the Dividend Threshold will be deemed to be zero (0); and C = the amount in cash per share the Company Issuer pays or distributes to all or substantially all holders of Common Stockthe Issuer Class A Shares. The Dividend Threshold shall be adjusted in a manner inversely proportional to adjustments to the Conversion Rate pursuant to this Section 10.05; provided, however, that no adjustment will be made to the Dividend Threshold for any An adjustment to the Conversion Rate made pursuant to this Section 10.05(d). Notwithstanding Section 4.05 shall become effective immediately after the foregoing, if “C” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu close of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held business on the record date Record Date for such cash the applicable dividend or distribution, at the same time and upon the same terms as holders of the Common Stock, the amount of cash that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. If any such dividend or distribution described in this Section 4.05 is declared but not so paid or made, the new Conversion Rate will shall be readjusted readjusted, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.. Notwithstanding the foregoing, if “C” as set forth above is equal to or greater than “SP0” as set forth above, in lieu of the foregoing adjustment, the Holder shall receive, for each $1,000 principal amount of this Note, at the same time and upon the same terms as holders of Issuer Class A Shares, the amount of cash that the Holder would have received if the Holder owned a number of Issuer Class A Shares equal to the Conversion Rate in effect on the Record Date for such cash dividend or distribution.
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