Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1, (b) any rights or warrants referred to in Section 4.6.1.3, (c) any dividend or distribution paid exclusively in cash, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company or other business unit in the case of certain spin-off transactions as described below), then the Exchange Rate in effect immediately prior to the Ex‑Date for such distribution will be multiplied by the following fraction: XX0 XX0 - FMV SP0 = the average of the Daily VWAP of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distribution. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a share of Common Stock on such date. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company or other business unit, the Exchange Rate will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying such Exchange Rate in effect immediately prior to such fifteenth Trading Day by the following fraction: MP0 + MPS MP0 MP0 = the average of the Daily VWAP of Common Stock over the first 10 consecutive VWAP Trading Day period immediately following the Ex-Date of such distribution. MPs = the average of the Daily VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days following the Ex-Date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date as determined by the Board.
Appears in 1 contract
Debt or Asset Distributions. If the Company Corporation distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1clause (i) above, (b) any rights or warrants referred to in Section 4.6.1.3clause (iii) above, (c) any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its applicable subsidiaries, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company subsidiary or other business unit in the case of certain spin-off transactions as described below), then the Exchange Rate Conversion Price in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 - SP0 — FMV SP0 Where, SP0 = the average of the Daily VWAP Current Market Price per share of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distributiondate. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a one share of Common Stock on such datedate as determined in good faith by the Board of Directors. In a “spin-off,” ”, where the Company Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company subsidiary or other business unit, the Exchange Rate Conversion Price will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying such Exchange Rate Conversion Price in effect immediately prior to such fifteenth Trading Day by the following fraction: MP0 + MPS MP0 MPs Where, MP0 = the average of the Daily VWAP Closing Prices of the Common Stock over the first 10 consecutive VWAP ten Trading Days commencing on and including the fifth Trading Day period immediately following the Ex-Date effective date of such distribution. MPs = the average of the Daily VWAP Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days commencing on and including the fifth Trading Day following the Ex-Date effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date such date as determined in good faith by the BoardBoard of Directors. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.15.6.1.1, (b) any rights or warrants referred to in Section 4.6.1.35.6.1.3, (c) any dividend or distribution paid exclusively in cash, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company or other business unit in the case of certain spin-off transactions as described below), then the Exchange Rate in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 - FMV SP0 = the average of the Daily VWAP of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distribution. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a share of Common Stock on such date. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company or other business unit, the Exchange Rate will be adjusted on the fifteenth Trading Day after the effective date of the distribution by multiplying such Exchange Rate in effect immediately prior to such fifteenth Trading Day by the following fraction: MP0 + MPS MP0 MP0 = the average of the Daily VWAP of Common Stock over the first 10 consecutive VWAP Trading Day period immediately following the Ex-Date of such distribution. MPs = the average of the Daily VWAP of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days following the Ex-Date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date as determined by the Board.
Appears in 1 contract
Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1clause (i) above, (b) any rights or warrants referred to in Section 4.6.1.3, (c) any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company subsidiary or other business unit in the case of certain spin-off transactions as described below), in exchange for consideration in an amount less than the fair market value of the property so distributed then the Exchange Rate Conversion Price in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 - SP0 – FMV SP0 Where, SP0 = the average of the Daily VWAP Current Market Price per share of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distributiondate. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a one share of Common Stock on such datedate as determined by the Board of Directors. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company subsidiary or other business unit, the Exchange Rate Conversion Price will be adjusted on the fifteenth 15th Trading Day after the effective date of the distribution by multiplying such Exchange Rate Conversion Price in effect immediately prior to such fifteenth 15th Trading Day by the following fraction: MP0 + MPS MP0 Where, MP0 = the average of the Daily VWAP Closing Prices of the Common Stock over the first 10 consecutive VWAP ten Trading Days commencing on and including the fifth Trading Day period immediately following the Ex-Date effective date of such distribution. MPs MPS = the average of the Daily VWAP Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days commencing on and including the fifth Trading Day following the Ex-Date effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date such date as determined by the BoardBoard of Directors. In the event that such distribution described in this clause (iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Debt or Asset Distributions. If the Company Corporation distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1clause (i) above, (b) any rights or warrants referred to in Section 4.6.1.3, (c) any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any of its subsidiaries, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company subsidiary or other business unit in the case of certain spin-off transactions as described below), in exchange for consideration in an amount less than the fair market value of the property so distributed then the Exchange Rate Conversion Price in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 - SP0 – FMV SP0 Where, SP0 = the average of the Daily VWAP Current Market Price per share of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distributiondate. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a one share of Common Stock on such datedate as determined by the Board of Directors. In a “spin-off,” where the Company Corporation makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company subsidiary or other business unit, the Exchange Rate Conversion Price will be adjusted on the fifteenth 15th Trading Day after the effective date of the distribution by multiplying such Exchange Rate Conversion Price in effect immediately prior to such fifteenth 15th Trading Day by the following fraction: MP0 MP0 + MPS MP0 Where, MP0 = the average of the Daily VWAP Closing Prices of the Common Stock over the first 10 consecutive VWAP ten Trading Days commencing on and including the fifth Trading Day period immediately following the Ex-Date effective date of such distribution. MPs MPS = the average of the Daily VWAP Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days commencing on and including the fifth Trading Day following the Ex-Date effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date such date as determined by the BoardBoard of Directors. In the event that such distribution described in this clause (iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Investment Agreement (Third Coast Bancshares, Inc.)
Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1clause (i) above, (b) any rights or warrants referred to in Section 4.6.1.3, (c) any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company subsidiary or other business unit in the case of certain spin-off transactions as described below), in exchange for consideration in an amount less than the fair market value of the property so distributed then the Exchange Rate Conversion Price in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 - SP0 – FMV SP0 Where, SP0 = the average of the Daily VWAP Current Market Price per share of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distributiondate. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a one share of Common Stock on such datedate as determined by the Board of Directors. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company subsidiary or other business unit, the Exchange Rate Conversion Price will be adjusted on the fifteenth 15th Trading Day after the effective date of the distribution by multiplying such Exchange Rate Conversion Price in effect immediately prior to such fifteenth 15th Trading Day by the following fraction: MP0 MP0 + MPS MP0 Where, MP0 = the average of the Daily VWAP Closing Prices of the Common Stock over the first 10 consecutive VWAP ten Trading Days commencing on and including the fifth Trading Day period immediately following the Ex-Date effective date of such distribution. MPs MPS = the average of the Daily VWAP Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days commencing on and including the fifth Trading Day following the Ex-Date effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date such date as determined by the BoardBoard of Directors. In the event that such distribution described in this clause (iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (a) any dividend or distribution referred to in Section 4.6.1.1clause (i) above, (b) any rights or warrants referred to in Section 4.6.1.3, (c) any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries, and (d) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary of the Company subsidiary or other business unit in the case of certain spin-off transactions as described below), in exchange for consideration in an amount less than the fair market value of the property so distributed then the Exchange Rate Conversion Price in effect immediately prior to the Ex‑Date Ex-Date for such distribution will be multiplied by the following fraction: XX0 XX0 SP0 - FMV SP0 Where, SP0 = the average of the Daily VWAP Current Market Price per share of Common Stock over the ten (10) consecutive VWAP Trading Day period ending on the VWAP Trading Day immediately preceding the Ex-Date for such distributiondate. FMV = the fair market value as determined by the Board of the portion of the distribution applicable to a one share of Common Stock on such datedate as determined by the Board of Directors. In a “spin-off,” where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary of the Company subsidiary or other business unit, the Exchange Rate Conversion Price will be adjusted on the fifteenth 15th Trading Day after the effective date of the distribution by multiplying such Exchange Rate Conversion Price in effect immediately prior to such fifteenth 15th Trading Day by the following fraction: MP0 + MPS MP0 Where, MP0 = the average of the Daily VWAP Closing Prices of the Common Stock over the first 10 consecutive VWAP ten Trading Days commencing on and including the fifth Trading Day period immediately following the Ex-Date effective date of such distribution. MPs MPS = the average of the Daily VWAP Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first ten VWAP Trading Days commencing on and including the fifth Trading Day following the Ex-Date effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on the Ex-Date such date as determined by the BoardBoard of Directors. In the event that such distribution described in this clause (iii) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
