Certain Other Dividends and Distributions. In case at any time or from time to time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend or other distribution of
(a) cash (other than a cash dividend or distribution payable out of funds legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company, to the extent, but only to the extent, that the aggregate of all such dividends paid or declared after the date hereof, does not exceed the consolidated net income of the Company and its consolidated Subsidiaries, if any, earned subsequent to the date hereof determined in accordance with generally accepted accounting principles); or
(b) any evidence of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock); or
(c) any warrants or other rights to subscribe for or purchase any evidences of its indebtedness (other than Convertible Securities), any shares of its stock (other than Additional Shares of Common Stock) or any other securities or property of any nature whatsoever (other than cash and other than Convertible Securities or Additional Shares of Common Stock), then the number of shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of Common Stock comprising a Stock Unit immediately prior to such adjustment by a fraction (i) the numerator of which shall be the Exercise Price at the date of taking such record, and (ii) the denominator of which shall be such Exercise Price per share minus the portion applicable to one share of Common Stock of any such cash so distributable and of the fair value of any and all such evidences of indebtedness, shares of stock, other securities or property, or warrants or other subscription or purchase rights, so distributable. Such fair value shall be determined in good faith by the Board, provided that if such determination is objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board and not objected to by such holders. A reclassification of the Common Stock into shares of Common Stock and shares of any other cla...
Certain Other Dividends and Distributions. In case at any time or from time to time after the date hereof the Company shall effect a Non-Stock Dividend (other than any dividend or distribution of any warrants, options or rights referred to in Section 5.1(d)), then, and in each such case, effective immediately after the opening of business on the day after the date for the determination of the holders of Common Shares entitled to receive such distribution, the number of Warrant Shares into which each Warrant is exercisable shall be adjusted to that number determined by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the close of business on the date of determination by a fraction, (i) the numerator of which shall be the Current Market Price per Common Share on such date of determination and (ii) the denominator of which shall be such Current Market Price per Common Share minus the portion applicable to one Common Share of the fair market value (as determined in good faith by an Independent Financial Expert) of such securities or other assets so distributed pursuant to such Non-Stock Dividend.
Certain Other Dividends and Distributions. In the event that, during the Term, the Company intends to pay a dividend or other distribution of: (i) cash, or (ii) any evidences of its indebtedness, any other securities or property of any nature whatsoever (other than cash or Common Stock); then at least ten (10) business days prior to the record date to determine shareholders entitled to receive such dividend or distribution, the Company shall give notice of such proposed dividend or distribution to the Holder for the purpose of enabling the Holder to exercise this Warrant, and thereby participate in such dividend or distribution.
Certain Other Dividends and Distributions. In case at any time or ----------------------------------------- from time to time the Company shall take a record of the holders of its Preferred Stock for the purpose of entitling them to receive any dividend or other distribution of
(i) cash (other than a cash distribution made as a dividend payable out of the net earnings or net profits of the Company realized during the year of such distribution or the last preceding year and accumulated net earnings or net profits of the Company from the date hereof to the time of such distribution, computed in accordance with generally accepted accounting principles employed by the Board of Directors of the Company for purposes of financial reports to shareholders of the Company); or
(ii) any evidences of its indebtedness, any shares of its stock or any other securities or property of any nature whatsoever (other than cash); then at least five (5) business days prior to the record date to determine shareholders entitled to receive such dividend or distribution, the Company shall give notice of such proposed dividend or distribution to the Holder for the purpose of enabling the Holder to exercise the same, and thereby participate in such dividend or distribution.
Certain Other Dividends and Distributions. In case at any time or from time to time after the Original Issuance Date GenTek shall effect a Special Dividend, then, and in each such case, effective immediately prior to the opening of business on the day after the date for the determination of the holders of Common Stock entitled to receive such distribution, the number of shares of Common Stock into which each Tranche A Warrant is exercisable shall be adjusted to that number determined by multiplying the number of shares of Common Stock into which each Tranche A Warrant is exercisable immediately prior to the close of business on such date of determination by a fraction, (i) the numerator of which shall be the Current Market Value per share of Common Stock on such date for determination and (ii) the denominator of which shall be such Current Market Value per share of Common Stock minus the portion applicable to one share of Common Stock of the fair market value (as determined in good faith by the Board of Directors of GenTek) of such securities, cash or other assets so distributed. The adjustment shall be made successively whenever GenTek shall effect a Special Dividend. Notwithstanding anything to the contrary provided in this Agreement, this Section 4.01(d) does not apply to a distribution of rights pursuant to any shareholder rights plan adopted by GenTek or other agreement of similar purpose or effect provided that the Holders shall be entitled to such rights upon exercise of the Tranche A Warrants.
Certain Other Dividends and Distributions. If, at any time, the Company shall effect a Non-Stock Dividend (other than any dividend or distribution of any warrants, options or rights referred to in Section 6.1(d)), then, and in each such case, effective immediately after the opening of business on the day after the date for the determination of the holders of Common Shares entitled to receive such distribution, the number of Warrant Shares into which each Warrant is exercisable shall be adjusted to that number determined by multiplying the number of Warrant Shares into which each Warrant is exercisable immediately prior to the close of business on the date of determination by a fraction, (i) the numerator of which shall be the Current Market Price per Common Share on such date of determination and (i) the denominator of which shall be such Current Market Price per Common Share minus the portion applicable to one Common Share of the fair market value (as determined in good faith by the Board of Directors of the Company) of such securities or other assets so distributed.
Certain Other Dividends and Distributions. With respect to any securities which are of the same class and series as any Warrant Stock for which this Warrant is exercisable pursuant to Section 1 hereof, if at any time the Company shall fix a record date for the purpose of determining the holders of such securities entitled to receive any dividend or other distribution (including any such distribution made in connection with a consolidation or merger, but excluding any distribution referred to in subparagraph (b) above and any conversion, exercise, exchange or other actions taken by the Company pursuant to its obligations to holders of Units held by certain third parties) of: (i) any evidence of indebtedness, shares of its capital stock (including any securities convertible into such securities but excluding Common Stock for which an adjustment is made pursuant to Section 11(a)) or any other securities or property of any nature whatsoever; (ii) any warrants or other rights to subscribe for or purchase any evidence of its indebtedness, any shares of its stock (including any securities convertible into such securities but excluding Common Stock for which an adjustment is made pursuant to Section 11(a)); or (iii) any other of its securities or its property of any nature whatsoever (other than normal cash dividends or cash distributions permitted under applicable law), then such other dividends on or with respect to the Warrant or on the Warrant Shares shall not be received until and unless, and except to the extent that the Warrant is exercised. The Holder of the Warrant shall have no present or beneficial right in such other dividends or distributions until the Warrant is exercised.
Certain Other Dividends and Distributions. If after the date hereof the Company shall dividend or distribute to all holders of its shares of Common Stock any cash, shares of its securities, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire any of its securities (including any such distribution made in connection with a merger or consolidation in which the Company is the resulting or surviving Person and shares of Common Stock are not changed or exchanged, but excluding any dividend or other distribution payable for which adjustment is made under Section 6(a) or Section 6(b)), then in each such case the Warrant Shares issuable upon exercise or conversion of each Warrant outstanding immediately following the close of business on the record date for such distribution shall be increased to an amount determined pursuant to the formula below. Such increase shall become effective at the close of business on the record for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, the number of Warrant Shares issuable upon exercise or conversion of each Warrant shall be readjusted, effective as of the date when the Board determines not to make such dividend or distribution, as the case may be, to be the number of Warrant Shares issuable upon exercise or conversion of each Warrant that would be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “D” (as defined below) is equal to or greater than “M” (as defined below), in lieu of the foregoing increase, each Holder of a Warrant shall receive, in respect of each Warrant, at the same time and upon the same terms as holders of the Common Stock receive the relevant distributed property, the amount and kind of distributed property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the number of shares of Common Stock issuable for each Warrant on the Ex-Date for the distribution. Ua = Ub x M Where: Ub = The number of shares of Common Stock issuable for each Warrant before the adjustment Ua = The number of shares of Common Stock issuable for each Warrant after the adjustment M = VWAP of one share of Common Stock on the Trading Day immediately preceding the Ex-Date for such dividend or distribution D = Fair market value (as determined by the Board, whose determination shall be described in a statement filed with the Warrant Agent) of the dividend or distribution made ...
Certain Other Dividends and Distributions. In case at any time or from time to time after the Effective Date the Company shall effect a Non-Stock Dividend (other than (x) a Receivable Dividend, a Received Dividend or a Permitted Dividend or (y) any dividend or distribution of any rights or warrants referred to in SECTION 5.1(D)), then, and in each such case, effective immediately prior to the opening of business on the day after the date for the determination of the holders of Common Stock entitled to receive such distribution, the number of shares of Common Stock into which each Warrant is exercisable shall be adjusted to that number determined by multiplying the number of shares of Common Stock into which each Warrant is exercisable immediately prior to the close of business on such date of determination by a fraction, (i) the numerator of which shall be the Current Market Price per share of Common Stock on such date for determination and (ii) the denominator of which shall be such Current Market Price per share of Common Stock minus the portion applicable to one share of Common Stock of the fair market value (as determined in good faith by the Board of Directors of the Company) of such securities, cash or other assets so distributed.
Certain Other Dividends and Distributions. In case at any time ----------------------------------------- or from time to time after the Effective Date the Company shall pay to all holders of its Common Stock any dividend or make any other distribution of any shares of its capital stock, evidences of its indebtedness, cash or other assets (including rights, warrants or other securities (of the Company or any other Person), but excluding any dividend or distribution (I) upon a merger or consolidation or sale to which Section 5.1.11 applies or (II) of any Common Stock referred to in Section 5.1 or of any rights or warrants referred to in Section 5.1.6, then, and in each such case, effective immediately prior to the opening of business on the day after the date for the determination of the holders of Common Stock entitled to receive such dividend or distribution, the number of shares of New Common Stock constituting a Stock Unit shall be adjusted to that number determined by multiplying the number of shares of New Common Stock constituting a Stock Unit immediately prior to the close of business on such date of determination by a fraction (x) the numerator of which shall be the Current Market Price per share of Common Stock on such date for determination and (y) the denominator of which shall be such Current Market Price per share of Common Stock (as adjusted) minus the portion applicable to one share of Common Stock of the fair value (as determined in good faith by the Board of Directors of the Company) of any and all such shares, evidences of its indebtedness, cash or other assets so distributed.
