Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows: (i) beginning with the six-month interest payment period commencing October 15, 2022: (A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; (B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and (ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend to holders of the Company’s Common Stock.
Appears in 1 contract
Samples: Indenture (Wellpoint, Inc)
Contingent Interest. (a) Contingent interest on the Securities Notes (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period commencing October December 15, 2022:
(A) 2017, during any six-month interest payment period with respect to which the arithmetic average of the Trading Price Prices for each Trading Day during the period of 10 consecutive Trading Days beginning on, and including, the 12th Scheduled Trading Day, immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum principal amount of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount Notes for such six-month interest payment period shall be equal to 0.25% per annum of such arithmetic average of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; andPrices;
(ii) at any time Securities Notes are outstandingOutstanding, upon the declaration by the Company’s 's Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s 's Board of Directors designates as payable with respect to the Securities Notes (an “Extraordinary Dividend”), in which case (A) such Contingent Interest will shall be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had if such Holder converted its Securities immediately prior held a number of shares of Common Stock equal to the record date for applicable Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. The Company shall promptly notify the Trustee and the Holders in writing upon any determination that Contingent Interest on the Notes will accrue during a six-month interest payment period and upon any declaration by the Company's Board of Directors of an Extraordinary Dividend.
(b) The Company shall provide written notice to the Bid Solicitation Agent (if other than the Company) of the corresponding dividend or distribution three independent nationally recognized securities dealers selected by the Company in accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation Agent shall have no obligation to holders determine the Trading Price of the Company’s Common Stock Notes for purposes of determining whether Contingent Interest is payable on the Notes unless the Company has requested such determination in writing and (B) the record date for such Interest Company shall be have no obligation to determine the same as the record date for the payment Trading Price of the corresponding Extraordinary Dividend Notes for purposes of determining whether Contingent Interest is payable or to holders request the Bid Solicitation Agent to determine the Trading Price on behalf of the Company’s Common StockCompany unless a Holder provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger, at which time the Company shall determine or instruct the Bid Solicitation Agent to determine, as applicable, the Trading Price of the Notes in the manner described in the definition of “Trading Price” in Section 1.01 beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Notes is less than the Upside Trigger. Neither the Trustee nor the Conversion Agent shall have any obligation to determine the Trading Price of the Notes.
Appears in 1 contract
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period commencing October 15August 1, 20222019:
(A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend extraordinary dividend or distribution to holders of the Company’s Common Stock.
(b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.
Appears in 1 contract
Samples: Indenture (Intel Corp)
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period commencing October December 15, 20222017:
(A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside TriggerTrigger that is applicable to such period, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities and the Company had settled such conversion obligation entirely in shares of Common Stock immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock (calculated as if such Securities had been converted entirely into shares of Common Stock) and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend extraordinary dividend or distribution to holders of the Company’s Common Stock.
(b) For purposes of this Article 4, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer as required by the definition of “Trading Price” or, in the reasonable judgment of the Company’s Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Securities.
(c) The Bid Solicitation Agent shall not determine the Trading Price of the Securities unless requested by the Company to make such determination. The Company shall have no obligation to determine the Trading Price of the Securities or to request the Bid Solicitation Agent to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.
Appears in 1 contract
Samples: Indenture (Microchip Technology Inc)
Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing October 15June 1, 2022:
(A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.500.65% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;Price; and
(B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and
(ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend Dividend.
(b) The Company shall provide prompt written notice to holders the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when obtaining the Trading Price or, in the reasonable judgment of the Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures.
(c) The Bid Solicitation Agent shall not obtain the Trading Price unless requested by the Company. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to obtain the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent shall provide the Company with the Trading Price it obtains and the Company shall make any necessary determinations as to whether any trigger has been met. The Bid Solicitation Agent’s Common Stockobtainment of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).
Appears in 1 contract
Contingent Interest. (a) Contingent In addition to the payment of Regular Interest and Deferred Regular Interest, and as an inducement to the Lender to make the Loan, the Borrowers shall also pay to the Lender within thirty (30) days after the end of each Loan Quarter contingent interest on the Securities (“"Contingent Interest”") shall accrue and equal to fifty percent (50%) of the Company shall pay such Contingent Interest to the Holders Net Cash Flow, as follows:more particularly described in subparagraph (b) below.
(ib) beginning with the six-month interest payment period commencing October 15, 2022:
(A) during any six-month interest payment period All Net Cash Flow with respect to which each Loan Quarter shall be applied and/or paid as follows within thirty (30) days after the average Trading Price end of each Loan Quarter: first, to the Lender in reduction of the accrued and unpaid Regular Interest and other sums due and payable under the Note and the other Loan Documents, in such order as the Lender may determine in its sole discretion, until all accrued and unpaid Regular Interest and other sums are paid in full; second, fifty percent (50%) of the balance of Net Cash Flow shall be paid to reduce the outstanding principal balance of the Note; third, fifty percent (50%) of the then undisbursed balance of Net Cash Flow, if any, shall be paid to the Lender as and for an installment of Contingent Interest; and fourth, the 10 Trading Days immediately preceding balance, if any, to the first day Borrowers. It is the intent of the parties that the Net Cash Flow for each Project shall be used to pay the Regular Interest, Deferred Regular Interest (if applicable) and Contingent Interest. Notwithstanding anything in this paragraph 6 to the contrary, the Net Cash Flow distributed as Contingent Interest within thirty (30) days after the end of each Loan Quarter shall be based upon amounts calculated by Borrowers on an accrual basis. Such calculations shall be prepared in accordance with generally accepted accounting principles. In accordance with the provisions of paragraph 6(e) hereinbelow, Borrowers shall at the end of each Loan Year re-calculate the proper amount of the Contingent Interest that should have been paid during such Loan Year and shall make such adjustments as are necessary in accordance with the provisions of paragraph 6 (e).
(c) Each payment of Contingent Interest shall be accompanied by an income and expense statement (prepared in accordance with generally accepted accounting principles consistently applied in such detail and with such back-up information as shall be reasonably required by the Lender, certified by the chief financial officer of the Borrowers as true, correct and complete, setting forth, among other things, the Gross Income and Expenses for such Loan Quarter and the calculation and application of Net Cash Flow and Contingent Interest (if any) for such Loan Quarter.
(d) If there is a payment of Additional Contingent Interest in whole, or if the Maturity Date shall occur, prior to the end of a Loan Quarter or Loan Year, the Loan Quarter and Loan Year, as applicable shall be deemed to end on the date of such six-month interest occurrence and the appropriate income and expense statements shall be delivered, and the Net Cash Flow shall be paid and applied, as applicable, in accordance with the provisions of this Paragraph 6 within thirty (30) days of such payment period is greater than of Additional Contingent Interest or the Maturity Date as the case may be. The obligation to deliver such a statement and to pay and apply the Net Cash Flow with respect to such Loan Quarter or Loan Year, as applicable, shall survive the termination, satisfaction or assignment of the lien of, or reconveyance under, the Mortgage and the Borrowers shall pay to and deposit in escrow with the Lender an amount equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable Net Cash Flow with respect to the Securities immediately preceding Loan Quarter (an “Extraordinary Dividend”as reasonably estimated by the Borrowers and reasonably approved by the Lender), in which case (A) simultaneously with such payment of Additional Contingent Interest will be payable or the Maturity Date, as applicable. Contingent Interest shall cease to accrue on the same date as, and in an amount equal to, the dividend or distribution that upon which a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders entire Additional Contingent Interest shall occur; provided, however, that if the Maturity Date shall occur as a result of an event of default and subsequent acceleration of the Company’s Common Stock and (B) the record date for such Note, then Contingent Interest shall continue to accrue up to and including the date on which all principal, accrued unpaid Regular Interest, Deferred Regular Interest, Contingent Interest, Additional Contingent Interest and all other sums due hereunder or under the Loan Documents have been paid in full.
(e) If the installments of Contingent Interest paid during and with respect to such Loan Year exceed the amount of Contingent Interest as recomputed on an annual basis, the amount of such excess shall be credited against the same installments of Contingent Interest next coming due or shall be refunded to the Borrowers in the event no further installments of Contingent Interest are payable hereunder. If the Contingent Interest paid to the Lender during such Loan Year is less than the amount of Contingent Interest as recomputed on an annual basis which should had been paid to the record date Lender, the amount of such deficiency shall be due and payable upon delivery of such annual financial statement. If such difference between Contingent Interest actually due and Contingent Interest paid is equal to or greater than five percent (5%) of the amount of Contingent Interest actually due or regardless of the amount of the deficiency, if the deficiency is a result of fraud or willful misconduct on the part of the Borrowers or any other entity, the Borrowers shall also pay to the Lender upon delivery of such annual financial statements an additional amount equal to six percent (6%) of such underpayment as and for liquidated damages to compensate the Lender for the payment loss of use of such sums during the corresponding Extraordinary Dividend to holders of the Company’s Common Stockapplicable Loan Year.
Appears in 1 contract
Contingent Interest. (a) Contingent interest on the Securities Notes (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period Interest Payment Period commencing October 15March 1, 2022:
(A) 2018, during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 five Trading Days ending on and including the third Trading Day immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to 120% of the Upside Triggerprincipal amount of Notes, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Notes for such six-month interest payment period Interest Payment Period shall be equal to 0.500.375% per annum of the such average Trading Price during such five Trading Day reference period; and
(b) The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of Trading Price, along with appropriate contact information for each. For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $2,000,000 principal amount of Notes from an independent nationally recognized securities dealer when determining the Trading Price, then the Trading Price of the Notes on any date of determination will equal the product of (i) the applicable Conversion Rate for the 10 Notes and (ii) the average closing price of the Common Stock for the five Trading Days ending on that date of determination.
(c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Notes provides the Company with reasonable evidence that the Trading Price of the Notes for the five Trading Days ending on and including the third Trading Day immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect Interest Payment Period is greater than or equal to 120% of the principal amount of Notes as set forth in Section 13.01(a), at which time the Company shall instruct the Bid Solicitation Agent to determine the average Trading Price for in accordance with Section 13.01(a). The Bid Solicitation Agent’s determination of the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period Price shall be equal conclusive absent manifest error and subject to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”Section 13.01(b), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend to holders of the Company’s Common Stock.
Appears in 1 contract
Samples: Indenture (Altra Holdings, Inc.)
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period commencing October December 15, 20222010:
(A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.500.40% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend extraordinary dividend or distribution to holders of the Company’s Common Stock.
(b) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Trustee to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Trustee to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.
Appears in 1 contract
Samples: Indenture (Intel Corp)
Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing October May 15, 20222021:
(A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.500.65% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice;
(B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and
(ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend Dividend.
(b) The Company shall provide prompt written notice to holders the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the CompanyBoard of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures.
(c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s Common Stockdetermination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).
Appears in 1 contract
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest payment period commencing October August 15, 20222014:
(A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend extraordinary dividend or distribution to holders of the Company’s Common Stock.
(b) For purposes of this Article 4, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer as required by the definition of “Trading Price” or, in the reasonable judgment of the Company’s Board of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Securities.
(c) The Company shall have no obligation to determine the Trading Price of the Securities or to request the Bid Solicitation Agent to determine the Trading Price of the Securities unless a Holder of Securities provides the Company with reasonable evidence that the Trading Price of the Securities is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable.
Appears in 1 contract
Samples: Indenture (Verisign Inc/Ca)
Contingent Interest. (a) Contingent In addition to regular interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) a series of notes, beginning with the six-month interest payment period commencing October 15ending June 6, 2022:
(A) 2015, we will also pay contingent interest during any six-month interest payment period with respect to in which the average Trading Price trading price per $1,000 principal amount of a series of notes for the 10 Trading Days five-day trading period ending on the third day immediately preceding the first day of such six-month interest payment period is greater than equals 120% or equal to more of the Upside Trigger, principal amount of such series of notes During any interest period in which case the Contingent Interest contingent interest shall be payable on each a series of notes, the contingent interest payable per $1,000 Principal Amount for principal amount of such six-month interest payment period shall be series of notes will equal to 0.50% per annum of the average Trading Price for trading price of $1,000 principal amount of notes during the 10 Trading Days five trading day measuring period ending on the third day immediately preceding the first day of such applicable six-month interest payment period;
(B) during period used to determine whether contingent interest must be paid Conversion Rights: Holders may surrender notes for conversion into cash and shares of our common stock on or prior to the maturity date only in the following circumstances: · During any six-month interest payment fiscal quarter commencing after the date of original issuance of the notes, if the common stock price for at least 20 trading days in the period with respect to of 30 consecutive trading days ending on the last trading day of the fiscal quarter preceding the quarter in which the average Trading conversion occurs is more than 120% of the Conversion Price in effect on that 30th trading day; · If such notes have been called for redemption, at any time prior to the 10 Trading Days immediately preceding close of business on the first second business day prior to redemption date; · At any time on or after December 15, 2028; or · Upon the occurrence of such six-month interest payment period is less than or specified transactions described under “Conversion Upon Specified Corporate Transactions” below. Upon the occurrence of any of the circumstances described above, holders may convert any outstanding notes into cash and shares of our common stock at an initial “Conversion Price” per share of $9.69. This represents a “Conversion Rate” of approximately 103.1992 shares of common stock per $1,000 principal amount of notes. Subject to certain exceptions set forth in the indenture, once notes are tendered for conversion, the value (the “Conversion Value”) of the cash and shares of our common stock, if any, to be received by a holder converting $1,000 principal amount of the notes will be determined by multiplying the Conversion Rate by the Ten Day Average Closing Stock Price (as defined below). We will deliver the Conversion Value to holders as follows: (1) an amount in cash (the “Principal Return”) equal to the Downside Trigger, in which case lesser of (a) the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum aggregate Conversion Value of the average Trading Price for notes to be converted and (b) the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders aggregate principal amount of the Company’s Common Stock that notes to be converted, (2) if the Company’s Board aggregate Conversion Value of Directors designates as payable with respect the notes to be converted is greater than the Securities Principal Return, an amount in whole shares (an the “Extraordinary DividendNet Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”), and (3) an amount in which case (A) Contingent Interest cash in lieu of any fractional shares of common stock. We will pay the Principal Return and cash in lieu of fractional shares and deliver the Net Shares, if any, as promptly as practicable after determination of the Net Share Amount. The number of Net Shares to be paid will be payable determined by dividing the Net Share Amount by the Ten Day Average Closing Stock Price, rounded down to the nearest whole share. The “Ten Day Average Closing Stock Price” will be the average of the closing per share prices of our common stock on the same date as, and in an amount equal to, New York Stock Exchange on the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to ten consecutive trading days beginning on the record date for second trading day following the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend to holders of the Company’s Common Stock.day
Appears in 1 contract
Samples: Purchase Agreement (American Equity Investment Life Holding Co)
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and On or after November , 2006, the Company shall pay such Contingent Interest will become obligated to the make contingent interest payments to Holders of Securities as followsprovided in Section 11.2, if:
(i) beginning with the six-month interest payment period commencing October 15, 2022:
(A1) during any six-month interest payment period with respect from November to which May and from May to November the average Trading Sale Price for during the 10 five Trading Days ending on and including the third scheduled Trading Day immediately preceding the first day of the applicable six-month period equals 120% or more of the Relevant Value of the Security on the day immediately preceding the first day of the applicable six-month period; provided, however, that if the Company should declare a dividend for which the record date (the "Common Stock Record Date") falls prior to the first day of a six-month period, but the payment date for such dividend falls within such six-month period, then the five Trading Day period shall be calculated by reference to the five Trading Days ending on and including the third Trading Day immediately preceding such Common Stock Record Date. During any six-month period when contingent interest accrues pursuant to this Section 11.1(1), each contingent interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest due and payable on each $1,000 Principal Amount of Security shall be calculated for such each of the first three months and the second three months of the applicable six-month interest payment period period, and in each instance shall be equal to 0.50% per annum the greater of (i) .00125 multiplied by the sum of the average Trading Issue Price and accrued Original Issue Discount for such Security on the 10 Trading Days immediately preceding the first last day of such sixthe relevant three-month interest payment period;period and (ii) the sum of all Regular Cash Dividends paid by the Company per share on the Common Stock during such three-month period multiplied by the number of shares of Common Stock issuable upon conversion of such Security at the Conversion Price applicable on the record date or dates for such cash dividends.
(B2) during any six-month interest payment period with respect from November to which May and from May to November the average Trading Sale Price for any 20 out of the 10 last 30 Trading Days immediately preceding ending on but not including the first day third Business Day prior to the commencement of such six-month interest payment period is less than or equal to 95% of the Downside TriggerConversion Price in effect at the close of business on each of those 20 Trading Days (the "Trading Condition"). After contingent interest begins to accrue pursuant to this Section 11.1(2), in it will continue to accrue until but excluding the first day of the first subsequent six-month period for which case the Contingent Interest Trading Condition is not satisfied, at which time it shall cease to be payable unless and until the Trading Condition is satisfied for any subsequent six-month period. During any six-month period when contingent interest accrues pursuant to this Section 11.1(2), each contingent interest payment due and payable on each $1,000 Principal Amount for of Security shall be calculated by multiplying (i) the Downside Contingent Interest Rate by (ii) the Issue Price and Original Issue Discount of such Security accrued to the day prior to the commencement of the applicable six-month period. The Company will appoint a contingent interest payment period shall rate agent (the "Agent"), which may be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders Affiliate of the Company’s Common Stock that . For the Company’s Board determination of Directors designates as payable with respect the Contingent Interest Rate, the Agent will, at 11:00 a.m. London time, two London Business Days prior to the Securities applicable Spread Determination Date, seek indicative reference spreads from three nationally-recognized investment banks (an “Extraordinary Dividend”)the "Reference Banks") that would be applicable to the issuance by the Company of a Reference Debt Security, and the "Spread" shall be the average of such three indicative reference spreads provided that if at least three such indicative references spreads cannot reasonably be obtained by the Agent, but two such indicative reference spreads are obtained, then the average of two indicative reference spreads shall be used, and if only one such indicative reference spread can reasonably be obtained by the Agent, this one indicative references spread shall be used. If the Agent is unable to establish the Spread on a Spread Determination Date, the Spread for that period will be the Spread most recently determined (except if there is no Spread most recently determined, in which case (A) the Spread shall be a spread mutually agreed upon by the Agent and the Company reflecting current market conditions), and such Spread shall remain in effect until the Agent shall determine a new Spread. The Spread determined with respect to any Spread Determination Date shall remain in effect from and including such Spread Determination Date to but excluding the next succeeding Spread Determination Date. The determination of any Downside Contingent Interest will be payable on conclusive and binding upon the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment Holders of the corresponding dividend or distribution to holders Securities in the absence of manifest error. The Company may remove the Company’s Common Stock Agent and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend to holders of the Company’s Common Stockappoint a successor Agent at any time.
Appears in 1 contract
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-month interest Interest payment period commencing October May 15, 2022:2021;
(A) during any six-month interest Interest payment period with respect to which the arithmetic average of the Trading Price Prices for the 10 consecutive Trading Days immediately preceding the first day of such six-month interest Interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest Interest payment period shall be equal to 0.500.60% per annum of such average of the Trading Prices;
(B) during any six-month Interest payment period with respect to which the arithmetic average of the Trading Price Prices for the 10 consecutive Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest Interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest Interest payment period shall be equal to 0.25% per annum of such average of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrices; and
(ii) at any time Securities are outstandingOutstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case case, notwithstanding Section 4.04 (A) ), Contingent Interest will shall be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend Dividend.
(b) The Company shall have no obligation to holders determine the Trading Price of the Company’s Common StockSecurities or to request the Bid Solicitation Agent to determine the Trading Price unless a Holder provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Securities beginning on the next Trading Day and on each successive Trading Day until the Trading Price of the Securities is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. Any such determination shall be conclusive absent manifest error, except as provided herein.
Appears in 1 contract
Samples: Indenture (Novellus Systems Inc)
Contingent Interest. (a) Contingent interest on the Securities Debentures (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning Beginning with the six-month interest payment period Interest Payment Period commencing October November 15, 20222020:
(A) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.500.625% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice;
(B) during any six-month interest payment period Interest Payment Period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period Interest Payment Period is less than or equal to the Downside TriggerTrigger that is applicable to such Interest Payment Period, in which case the Contingent Interest payable on each $1,000 Principal Amount principal amount of the Debentures for such six-month interest payment period Interest Payment Period shall be equal to 0.25% per annum of the such average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment periodPrice; and
(ii) at any time Securities Debentures are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution that in either case is made to all or substantially all holders of the Company’s Common Stock and that the Company’s Board of Directors designates as payable with respect to the Securities Debenture (an “Extraordinary Dividend”), in which case (A) the Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities Debentures and the Company had settled such Conversion Obligation immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the calculated as if such Debentures had been converted entirely into shares of Common Stock). The record date for the payment of such Contingent Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend Dividend.
(b) The Company shall provide prompt written notice to holders the Bid Solicitation Agent identifying the three independent nationally recognized securities dealers referred to in the definition of “Trading Price.” For purposes of this Article 13, if the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Debentures from an independent nationally recognized securities dealer when determining the Trading Price or, in the reasonable judgment of the CompanyBoard of Directors (or a committee thereof) the bid quotations are not indicative of the secondary market value of the Debentures, then the Trading Price will be determined by the Board of Directors (or a committee thereof) based on a good faith estimate of the fair value of the Debentures.
(c) The Bid Solicitation Agent shall not determine the Trading Price unless requested by the Company to make such determination. The Company shall have no obligation to make such a request unless a Holder of Debentures provides the Company with reasonable evidence that the Trading Price is greater than or equal to the Upside Trigger or is less than or equal to the Downside Trigger, at which time the Company shall instruct the Bid Solicitation Agent to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the Trading Price is less than the Upside Trigger or is greater than the Downside Trigger, as applicable. The Bid Solicitation Agent’s Common Stockdetermination of the Trading Price shall be conclusive absent manifest error and subject to Section 13.01(b).
Appears in 1 contract
Contingent Interest. (a) Contingent interest on the Securities (“Contingent Interest”) shall accrue and the Company shall pay such Contingent Interest to the Holders as follows:
(i) beginning with the six-six month interest payment period commencing October March 15, 20222014:
(A) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is greater than or equal to the Upside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.50% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period;
(B) during any six-month interest payment period with respect to which the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period is less than or equal to the Downside Trigger, in which case the Contingent Interest payable on each $1,000 Principal Amount for such six-month interest payment period shall be equal to 0.25% per annum of the average Trading Price for the 10 Trading Days immediately preceding the first day of such six-month interest payment period; and
(ii) at any time Securities are outstanding, upon the declaration by the Company’s Board of Directors of an extraordinary cash dividend or extraordinary distribution to all or substantially all holders of the Company’s Common Stock that the Company’s Board of Directors designates as payable with respect to the Securities (an “Extraordinary Dividend”), in which case (A) Contingent Interest will be payable on the same date as, and in an amount equal to, the dividend or distribution that a Holder would have received had such Holder converted its Securities immediately prior to the record date for the payment of the corresponding dividend or distribution to holders of the Company’s Common Stock and (B) the record date for the payment of such Interest shall be the same as the record date for the payment of the corresponding Extraordinary Dividend extraordinary dividend or distribution to holders of the Company’s Common Stock.
(b) For purposes of this Article 4, and notwithstanding the definition contained in Section 1.01, “Trading Price” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000 Principal Amount of Securities obtained by the Bid Solicitation Agent for $5,000,000 Principal Amount of Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers that are selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one such bid for $5,000,000 Principal Amount of Securities from an independent nationally recognized securities dealer or, in the reasonable judgment of the Company’s Board of Directors (acting through the Board of Directors or a committee thereof) the bid quotations are not indicative of the secondary market value of the Securities, then the Trading Price per $1,000 Principal Amount of Securities will be determined by the Company’s Board of Directors (acting through the Board of Directors or a committee thereof) based on a good faith estimate of the fair value of the Securities. The Company shall provide prompt written notice to the Bid Solicitation Agent identifying the three independent recognized securities dealers that are selected by the Company pursuant to this Section 4.02(b).
Appears in 1 contract
Samples: Indenture (Xilinx Inc)
