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

Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etc. Upon any change in par value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting the Company or to which it is a party or sale of the Company's assets substantially as an entirety, 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) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the Stock, in each case as may be necessary fully to reflect the effects of such change in par value, split-up, combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion of or in respect of such Stock. 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 1 contract

Samples: Deposit Agreement (American States Water Co)

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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 StockShares, or upon any recapitalization, reorganization, merger, amalgamation 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 or sale of the Company's assets substantially as an entiretyparty, 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) make such adjustments [as are certified by the Company] in (a) the fraction of an interest in one share of Stock Share underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the StockShare, 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 the StockShares, or of such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Shares as new deposited securities so received in exchange for or upon conversion of or in respect of such StockShares. 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 1 contract

Samples: Deposit Agreement (United Companies Financial Corp)

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 StockShares, or upon any recapitalization, reorganization, mergermerger or consolidation, amalgamation or consolidation similar transaction or the sale of all or substantially all the Company's assets affecting the Company or to which it is a party or sale of the Company's assets substantially as an entiretyparty, 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 of Stock Share underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the StockShare, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up, combination combination, or other reclassification of the StockShares, 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 Stock Shares as new deposited securities so received in exchange for or upon conversion of or in respect of such StockShares. 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 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

Changes Affecting Deposited Securities and Reclassifications. RecapitalizationsRECAPITALIZATIONS, etcETC. Upon any change in par or stated value, split-up, combination or any other reclassification of the StockShares, or upon any recapitalization, reorganization, merger, amalgamation 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 or sale of the Company's assets substantially as an entiretyparty, 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) make such adjustments [as are certified by the Company] in (a) the fraction of an interest in one share of Stock Share underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the StockShare, 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 the StockShares, or of such recapitalization, reorganization, merger, amalgamation or consolidation or sale and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock Shares as new deposited securities so received in exchange for or upon conversion of or in respect of such StockShares. 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 1 contract

Samples: Deposit Agreement (Bank of America Corp /De/)

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Changes Affecting Deposited Securities and Reclassifications. Recapitalizations, etcEtc. Upon any change in par or stated value, split-up, combination or any other reclassification reclassifica tion of the Stock, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting to which the Company or to which it is a party or sale of all or substantially all of the Company's assets substantially as an entiretyassets, 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 to retain as nearly as possible the Depositary may deem equitablepercentage ownership interest in Stock of holders of the Receipts immediately prior to such event, (i) make such adjustments in (a) the fraction of an interest in one share of Stock underlying one Depositary Share and (b) the ratio of the redemption price per Depositary Share to the redemption price of a share of the Stock, 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 the Stock, or of such recapitalization, reorganization, merger, amalgamation amal gamation or consolidation or sale sale, and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Stock as new deposited securities securi ties so received in exchange for or upon conversion of or in respect of such the Stock. In any such case the Depositary may in its discretionmay, 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.. Anything to the contrary herein or in the Receipt notwithstanding, holders of Receipts shall have the right from and after the effective date or any such change in par or stated value, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger, amalgamation,

Appears in 1 contract

Samples: Deposit Agreement (First Union Corp)

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