Changes Affecting Underlying Securities Sample Clauses

Changes Affecting Underlying Securities. (a) In --------------------------------------- circumstances where the provisions of Sections 2.11 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, if the relevant Securities Issuer survives such event, the Trustee shall, to the extent lawful and feasible, retain such Securities under the Depositary Trust Agreement, and, in such case, the (A) the amount of such Securities so retained in respect of each Receipt shall be added to the classes and quantities of securities which must be deposited for issuance of Receipts and (B) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination. (b) Securities of any class which are surrendered by the Trustee in connection with any such conversion or exchange shall, effective on the date of such surrender, no longer be part of the securities which must be deposited for issuance of Receipts. In any such case, or in the case of an event to which Section 2.11 applies, the Trustee may call for the Surrender of outstanding certificates evidencing Receipts to be exchanged for new certificates specifically describing any applicable change in the classes and quantities of securities which must be deposited for issuance of Receipts.
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Changes Affecting Underlying Securities. Section 4.8(a) is --------------------------------------- hereby deleted in its entirety and replaced with the following: In circumstances where the provisions of Section 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer survives, the Trustee shall, to the extent lawful and feasible, retain any Securities or Additional Securities under the Depository Trust Agreement, and, in such case, (i) the amount of such Securities or Additional Securities so retained in respect of each Receipt shall be added to the classes and quantities of securities which must be deposited for issuance of one Receipt and (ii) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination.
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Changes Affecting Underlying Securities. (a) Upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of the deposited Securities or upon the effectiveness of a recapitalization, reorganization, reincorporation, or a holding company reorganization of the character described in Section 251(g) of the Delaware General Corporation Law or any similar transaction, whether or not shareholder approval is sought or obtained (i.e., the Securities Issuer reorganizes by merging with or into a direct or indirect wholly-owned subsidiary of a holding company that was, from its incorporation until consummation of the reorganization, a direct or indirect wholly-owned subsidiary of the constituent corporation and whose capital stock is issued in the reorganization) involving the Securities Issuer (together, a "Reorganization") in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, the securities received by the Trustee in exchange for or in conversion of the deposited Securities shall be "Successor Securities" if, but only if, those other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of an event described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities. (b) Upon the effectiveness of a merger, consolidation, corporate combination or other transaction or series of transactions other than a Reorganization (as defined in Section 4.8(a))in which in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, those other securities shall be "Successor Securities" if, but only if, (i) the Securities Issuer prior to the transaction or series of transactions survives the transaction or series of transactions and is the issuer of those other securities and (ii) the other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of a transaction or series of transactions described ...
Sample 1
Changes Affecting Underlying Securities. (a) Upon any change in nominal value, change in par value, split-up, consolidation, reincorporation or any other reclassification of the deposited Securities the securities received by the Trustee in exchange for or in conversion of the deposited Securities shall be "Successor Securities" if, but only if, those other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of an event described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities. (b) Upon the effectiveness of a merger, reorganization, recapitalization, consolidation, corporate combination or other transaction or series of transactions in which the deposited Securities are converted or exchanged into, or into a right to receive, other securities, those other securities shall be "Successor Securities" if, but only if, (i) (A) the Securities Issuer prior to the transaction or series of transactions survives the transaction or series of transactions and is the issuer of those other securities or (B) the transaction or series of transactions does not result in a "Change of Control" (as defined below) and (ii) the other securities are registered under the Securities Exchange Act of 1934, as amended, and are listed on a national securities exchange in the United States or included in the Nasdaq National Market System. Upon the effectiveness of a transaction or series of transactions described in the preceding sentence, subject to Section 4.11, each Receipt shall then represent the amount of other securities received by the Trustee in exchange for or in conversion of the Securities previously represented by one Receipt whether or not those other securities qualify to be Successor Securities. "Change of Control" means that the beneficial owners (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Securities immediately before the transaction or series of transactions do not continue to beneficially own immediately after the transaction or series of transactions a majority of other securities into which, or into a right to receive which, the Securities ha...
Sample 1
Changes Affecting Underlying Securities. (a) In circumstances where the provisions of Sections 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer
Sample 1
Changes Affecting Underlying Securities. (a) In circumstances where the provisions of Sections 2.11, 4.2 and 4.3 do not apply, upon any change in nominal value, change in par value, split-up, consolidation or any other reclassification of any Underlying Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the issuer of any Underlying Security, regardless of whether the Securities Issuer survives, the Trustee shall, to the extent lawful and feasible, retain any Securities or Additional Securities under the Depositary Trust Agreement, and, in such case, (i) the amount of such Securities or Additional Securities so retained in respect of each Receipt shall be added to the classes and quantities of securities which must be deposited for issuance of one Receipt and (ii) the number of Receipts in an Issuance Denomination may be increased or decreased by the Trustee to the lowest multiple of 100 Receipts such that no fractional shares are thereby represented in such Issuance Denomination.
Sample 1

Related to Changes Affecting Underlying Securities

  • Changes Affecting Deposited Securities Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, or upon the redemption or cancellation by the Company of the Deposited Securities, any securities, cash or property which shall be received by the Depositary or a Custodian in exchange for, in conversion of, in lieu of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may deliver additional American Depositary Shares as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

  • Adjustments Affecting Registrable Securities The Company shall not, directly or indirectly, take any action with respect to the Registrable Securities as a class that would adversely affect the ability of the Holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement.

  • Underlying Securities The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities. The Company will use its best efforts to cause the Underlying Securities to be listed on the Exchange.

  • Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc Upon any change in par value or liquidation preference, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization, merger or consolidation affecting the Company or to which it is a party, the Depositary may in its discretion with the approval (not to be unreasonably withheld) 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 the fraction of an interest in one share of Stock represented by one Depositary Share as may be necessary (as certified by the Company) fully to reflect the effects of such change in par value or liquidation preference, split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger or consolidation 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 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. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after the effective date of any such change in par value or liquidation preference, split-up, combination or other reclassification of the Stock or any such recapitalization, reorganization, merger or consolidation to surrender such Receipts to the Depositary with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts would have been converted or for which such Stock would have been exchanged or surrendered had such Receipt been surrendered immediately prior to the effective date of such transaction.

  • Adjustments Affecting Registrable Notes The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

  • Adjustments Affecting the Securities The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

  • Adjustments Affecting the Notes The Company will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

  • Additional Rights of Holders of Transfer Restricted Securities In addition to the rights provided to Holders of Notes under the Indenture, Holders of Transferred Restricted Securities shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, between the Company and the party named on the signature pages thereof (the "Registration Rights Agreement").

  • NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT The Company shall promptly notify the Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities: (i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or notice of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company’s reasonable determination that a post-effective amendment or supplement to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events in this Section 5.10.

  • Other Action Affecting Common Stock In case at any time or from time to time the Company shall take any action in respect of its Common Stock, other than the payment of dividends permitted by Section 4 or any other action described in Section 4, then, unless such action will not have a materially adverse effect upon the rights of the holder of this Warrant, the number of shares of Common Stock or other stock into which this Warrant is exercisable and/or the purchase price thereof shall be adjusted in such manner as may be equitable in the circumstances.

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