Common use of Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc Clause in Contracts

Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination, or any other reclassification of the Shares, or upon any recapitalization, reorganization, merger or consolidation, or similar transaction or the sale of all or substantially all the Company’s assets affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) shall make such adjustments as are certified by the Company in (a) the fraction of an interest in one Share underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Share, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination, or other reclassification of Shares, or of such recapitalization, reorganization, merger, or consolidation or sale and (ii) shall treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Shares as new deposited securities so received in exchange for or upon conversion or in respect of such Shares. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.

Appears in 2 contracts

Samples: Deposit Agreement (Bank of America Corp /De/), Deposit Agreement (RJF Capital Trust III)

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Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated liquidation value, split-up, combination, combination or any other reclassification of the SharesStock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation, or similar transaction or the sale of all or substantially all the Company’s assets consolidation affecting the Company or to which it is a party, the Depositary may in its discretion discretion, with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) shall make such adjustments as are certified by the Company in (a) the fraction of an interest in one Share share of Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Shareshare of the Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated liquidation value, split-up, combination, combination or other reclassification of Sharesthe Stock, or of such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) shall treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Shares Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such SharesStock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.

Appears in 2 contracts

Samples: Deposit Agreement (Primus Guaranty LTD), Deposit Agreement (Jefferies Group Inc /De/)

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Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc. Upon any change in par or stated value, split-up, combination, combination or any other reclassification of the SharesStock, or upon any recapitalization, reorganization, merger merger, amalgamation or consolidation, consolidation or similar transaction or the sale of all or substantially all the Company’s assets affecting the Company or to which it is a party, the Depositary may in its discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary may deem equitable, (i) shall make such adjustments as are certified by the Company in (a) the fraction of an interest in one Share underlying share of Stock represented by one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a Share, in each case as may be necessary or appropriate to fully to reflect the effects of such change in par or stated value, split-up, combination, combination or other reclassification of Shares, or of such recapitalization, reorganization, merger, or consolidation or sale Stock and (ii) shall treat any securities which shall be received by the Depositary in exchange for or upon conversion (other than upon the Conversion) of or in respect of the Shares Stock as new deposited securities so received in exchange for or upon conversion (other than upon the Conversion) or in respect of such SharesStock. In any such case case, the Depositary may in its discretionmay, with upon the approval receipt of a written request of the Company, execute and deliver additional Receipts, or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such new deposited securities.

Appears in 2 contracts

Samples: Deposit Agreement (BioFuel Energy Corp.), Deposit Agreement (BioFuel Energy Corp.)

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