Conversion Rate Adjustments. (a) The Conversion Rate and the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances: (i) the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate shall be adjusted based on the following formula: where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event (ii) the issuance to all holders of Common Stock of certain rights, options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to purchase shares of Common Stock at less than the Current Market Price of Common Stock as of the record date, in which event the Conversion Rate shall be adjusted based on the following formula: where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the aggregate price payable to exercise such rights divided by the Average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights, options or warrants However, the Conversion Rate shall be readjusted to the extent that any such rights, options or warrants are not exercised prior to their expiration.
Appears in 1 contract
Samples: Master Transaction Agreement
Conversion Rate Adjustments. (a) The Conversion Rate and the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances:
(i) the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS1 / OS0) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event event
(ii) the issuance to all holders of Common Stock of certain rights, options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to purchase shares of Common Stock at less than the Current Market Price of Common Stock as of the record date, in which event the Conversion Rate shall be adjusted based on the following formula: SR 1 = SR0 x (OS0 + X) / (OS0 + Y) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the aggregate price payable to exercise such rights divided by the Average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights, options or warrants However, the Conversion Rate shall be readjusted to the extent that any such rights, options or warrants are not exercised prior to their expiration.
(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock), rights to acquire capital stock of the Company or evidences of the Company’s indebtedness or the Company’s assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x XX0 / (XX0 — FMV) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date FMV = the fair market value (as determined in good faith by the Board of Directors, whose good faith determination when evidenced by a Board Resolution shall be conclusive and binding), on the record date, of the shares of capital stock of the Company, rights to acquire capital stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consist of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, that are, or, when issued, will be, traded on a U.S. securities exchange, then the Conversion Rate shall instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) / MP0 where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date FMV0 = the Average VWAP of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock MP0 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock
(iv) the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (b) any consideration payable in connection with a tender or exchange offer made by the Company or any of the Company’s subsidiaries referred to in clause (v) below, in which event, the Conversion Rate shall be adjusted based on the following formula: SR 1 = SR 0 x SP 0 / (SP 0 - C) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date C = the amount in cash per share of Common Stock the Company distributes to holders
(v) the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula: SR 1 = SR0 x [(FMV + (SP1 x OS1)] / (SP1 x OS0) where, SR0 = the Conversion Rate in effect at the close of business on the expiration date SR1 = the Conversion Rate in effect immediately after the expiration date FMV = the fair market value (as determined in good faith by the Board of Directors whose good faith determination when evidenced by a Board Resolution will be conclusive and binding), on the expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the expiration date.
Appears in 1 contract
Samples: Master Transaction Agreement (American International Group Inc)
Conversion Rate Adjustments. (a) The Conversion Rate and the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances:
(i) the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS1 / OS0) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event event
(ii) the issuance to all holders of Common Stock of certain rights, options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to purchase shares of Common Stock at less than the Current Market Price of Common Stock as of the record date, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) / (OS0 + Y) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the aggregate price payable to exercise such rights divided by the Average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights, options or warrants However, the Conversion Rate shall be readjusted to the extent that any such rights, options or warrants are not exercised prior to their expiration.
(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock), rights to acquire capital stock of the Company or evidences of the Company’s indebtedness or the Company’s assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x SP0 / (SP0 — FMV) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date FMV = the fair market value (as determined in good faith by the Board of Directors, whose good faith determination when evidenced by a Board Resolution shall be conclusive and binding), on the record date, of the shares of capital stock of the Company, rights to acquire capital stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consist of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, that are, or, when issued, will be, traded on a U.S. securities exchange, then the Conversion Rate shall instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) / MP0 where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date FMV0 = the Average VWAP of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other MP0 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock
(iv) the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (A) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (B) any consideration payable in connection with a tender or exchange offer made by the Company or any of the Company’s subsidiaries referred to in clause (v) below, in which event, the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x SP0 / (SP0 — C) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date C = the amount in cash per share of Common Stock the Company distributes to holders
(v) the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula: SR1 = SR0 x [(FMV + (SP1 x OS 1)] / (SP1 x OS0) where, SR0 = the Conversion Rate in effect at the close of business on the expiration date SR1 = the Conversion Rate in effect immediately after the expiration date FMV = the fair market value (as determined in good faith by the Board of Directors whose good faith determination when evidenced by a Board Resolution will be conclusive and binding), on the expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the expiration date.
Appears in 1 contract
Samples: Purchase Agreement
Conversion Rate Adjustments. (a) The Conversion Rate and the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances:
(i) the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS1 / OS0) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event event
(ii) the issuance to all holders of Common Stock of certain rights, options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to purchase shares of Common Stock at less than the Current Market Price of Common Stock as of the record date, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) / (OS0 + Y) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the aggregate price payable to exercise such rights divided by the Average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights, options or warrants However, the Conversion Rate shall be readjusted to the extent that any such rights, options or warrants are not exercised prior to their expiration.
(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock), rights to acquire capital stock of the Company or evidences of the Company’s indebtedness or the Company’s assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x XX0 / (XX0 — FMV) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date FMV = the fair market value (as determined in good faith by the Board of Directors, whose good faith determination when evidenced by a Board Resolution shall be conclusive and binding), on the record date, of the shares of capital stock of the Company, rights to acquire capital stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consist of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, that are, or, when issued, will be, traded on a U.S. securities exchange, then the Conversion Rate shall instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) / MP0 where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date FMV0 = the Average VWAP of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock MP0 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock
(iv) the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (A) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (B) any consideration payable in connection with a tender or exchange offer made by the Company or any of the Company’s subsidiaries referred to in clause (v) below, in which event, the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x XX0 / (XX0 — C) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date C = the amount in cash per share of Common Stock the Company distributes to holders
(v) the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula: SR1 = SR0 x [(FMV + (SP1 x OS 1)] / (SP1 x OS0) where, SR0 = the Conversion Rate in effect at the close of business on the expiration date SR1 = the Conversion Rate in effect immediately after the expiration date FMV = the fair market value (as determined in good faith by the Board of Directors whose good faith determination when evidenced by a Board Resolution will be conclusive and binding), on the expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the expiration date.
Appears in 1 contract
Samples: Purchase Agreement (American International Group Inc)
Conversion Rate Adjustments. A-12 (NY) 07865/002/TARP/2010/Series.G.COD.doc
(a) The Conversion Rate and the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances:
(i) the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS1 / OS0) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date prior to giving effect to such event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event event
(ii) the issuance to all holders of Common Stock of certain rights, options or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights, options or warrants to purchase shares of Common Stock at less than the Current Market Price of Common Stock as of the record date, in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) / (OS0 + Y) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date OS0 = the number of shares of Common Stock outstanding at the close of business on the record date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants Y = the aggregate price payable to exercise such rights divided by the Average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights, options or warrants However, the Conversion Rate shall be readjusted to the extent that any such rights, options or warrants are not exercised prior to their expiration. A-13 (NY) 07865/002/TARP/2010/Series.G.COD.doc
(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than Common Stock), rights to acquire capital stock of the Company or evidences of the Company’s indebtedness or the Company’s assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x XX0 / (XX0 – FMV) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date FMV = the fair market value (as determined in good faith by the Board of Directors, whose good faith determination when evidenced by a Board Resolution shall be conclusive and binding), on the record date, of the shares of capital stock of the Company, rights to acquire capital stock, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consist of shares of capital stock of, or similar equity interests in, a subsidiary or other business unit of the Company, that are, or, when issued, will be, traded on a U.S. securities exchange, then the Conversion Rate shall instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) / MP0 where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date FMV0 = the Average VWAP of the capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock MP0 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution with respect to Common Stock on the NYSE or such other national or regional exchange or market that is at that time the principal market for the Common Stock
(iv) the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (b) any consideration payable in connection with a tender or exchange offer made by the Company or any of the Company’s subsidiaries referred to in clause (v) below, in which event, the Conversion Rate shall be adjusted based on the following formula: SR1 = SR0 x XX0 / (XX0 – C) where, SR0 = the Conversion Rate in effect at the close of business on the record date SR1 = the Conversion Rate in effect immediately after the record date SP0 = the Current Market Price as of the record date C = the amount in cash per share of Common Stock the Company distributes to holders
(v) the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula: SR1 = SR0 x [(FMV + (SP1 x OS1)] / (SP1 x OS0) where, SR0 = the Conversion Rate in effect at the close of business on the expiration date SR1 = the Conversion Rate in effect immediately after the expiration date FMV = the fair market value (as determined in good faith by the Board of Directors whose good faith determination when evidenced by a Board Resolution will be conclusive and binding), on the expiration date, of the A-15 (NY) 07865/002/TARP/2010/Series.G.COD.doc aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the Average VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the expiration date.
Appears in 1 contract
Samples: Master Transaction Agreement
Conversion Rate Adjustments. The Conversion Rate shall be adjusted, from time to time by the Company, upon the occurrence of any of the following events, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 4.05, without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) The Conversion Rate and If the Number of Underlying Shares shall be subject to adjustment, without duplication, under the following circumstances:
(i) the issuance Company exclusively issues shares of Common Stock as a dividend or distribution to all holders on shares of its Common Stock, or if the Company effects a subdivision share split or combination of Common Stockshare combination, in which event the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x OS1 OS0 where, SR0 CR0 = the Conversion Rate in effect at immediately prior to the close open of business on the record Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the effective date SR1 of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the record date open of business on such Ex-Dividend Date or effective date; OS0 = the number of shares of Common Stock outstanding at immediately prior to the close open of business on the record date prior to giving effect to such event Ex-Dividend Date or effective date; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 4.05(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 4.05(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be outstanding immediately afterin effect if such dividend or distribution had not been declared. The Company shall not pay any dividend or make any distribution on its Common Stock held in treasury, and solely as a result of, such event if any.
(iib) If the issuance Company issues to all or substantially all holders of its Common Stock of certain any rights, options or warrants entitling them them, for a period expiring 60 of not more than 45 calendar days or less from after the announcement date of issuance of such rightsissuance, options to subscribe for or warrants to purchase shares of Common Stock at a price per share that is less than the Current Market Price average of the Last Reported Sale Prices of the Common Stock as for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of the record dateannouncement of such issuance, in which event the Conversion Rate shall be adjusted increased based on the following formula: CR1 = CR0 x OS0 + X OS0 + Y where, SR0 CR0 = the Conversion Rate in effect at immediately prior to the close open of business on the record date SR1 Ex-Dividend Date for such issuance; CR1 = the Conversion Rate in effect immediately after the record date open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding at immediately prior to the close open of business on the record date such Ex-Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights rights, options or warrants, divided by the Average VWAP per share average of the Last Reported Sale Prices of the Common Stock over each of the 10 consecutive Trading Days prior to Day period ending on, and including, the Business Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants However, the Conversion Rate warrants. Any increase made under this Section 4.05(b) shall be readjusted to the extent that made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not exercised delivered after the expiration of such rights, options or warrants, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. For purposes of this Section 4.05(b) and Section 4.01(d)(i), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors. The Company shall not issue any such rights, options or warrants in respect of its Common Stock held in treasury, if any.
(c) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company or rights, options or warrants to acquire Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances covered in Section 4.05(a), Section 4.05(b) or Section 4.05(e), (ii) dividends or distributions paid exclusively in cash covered in Section 4.05(d) and (iii) Spin-Offs as to which the provisions set forth below in this Section 4.05(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Conversion Rate shall be increased based on the following formula: CR1 = CR0 x XX0 XX0 – FMV where, CR0 = the Conversion Rate in effect immediately prior to their expirationthe open of business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the open of business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 4.05(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 4.05(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 4.05(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Conversion Rate shall be increased based on the following formula: CR1 = CR0 x FMV0 + MP0 MP0 where, CR0 = the Conversion Rate in effect immediately prior to the end of the Valuation Period; CR1 = the Conversion Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The increase to the Conversion Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that (x) in respect of any conversion of Notes for which Physical Settlement is applicable, if the relevant Conversion Date occurs during the Valuation Period, the reference in the preceding paragraph to “10” shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Conversion Date in determining the Conversion Rate and (y) in respect of any conversion of Notes for which Cash Settlement or Combination Settlement is applicable, for any Trading Day that falls within the relevant Observation Period for such conversion and within the Valuation Period, the reference to “10” in the preceding paragraph shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, and including, such Trading Day in determining the Conversion Rate as of such Trading Day. If the distribution constituting the Spin-Off is not so paid or made, the Conversion Rate shall be decreased to the Conversion Rate that would then be in effect if such distribution had not been declared.
(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock (other than distributions described in Section 4.05(e)), the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 x XX0 XX0 – C where, CR0 = the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and C = the amount in cash per share the Company distributes to holders of its Common Stock. Any increase pursuant to this Section 4.05(d) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution. If such dividend or distribution is not so paid, the Conversion Rate shall be decreased, effective as of the date the Board of Directors determines not to make or pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “C” (as defined above) is equal to or greater than
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Samples: Indenture (Nuvasive Inc)
