Common use of Exchange at Maturity Clause in Contracts

Exchange at Maturity. At Maturity, the principal amount payable with respect to each series of MEDS shall be automatically and mandatorily exchanged into a number of securities ("Exchange Issuer Securities") of the Exchange Issuer at the applicable Exchange Rate (as defined below). The "Exchange Rate" with respect to each series of MEDS shall be equal to, subject to adjustment as a result of certain dilution events relating to the Issuer Exchange Securities as provided for in Section 13.3, (a) if the Maturity Price (as defined below) is greater than or equal to the "Threshold Appreciation Price" (as set forth in the applicable Prospectus Supplement), a number of Exchange Issuer Securities equal to a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium, (b) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, a fractional Exchange Issuer Security per MEDS so that the value of such fractional Exchange Issuer Security (determined at the Maturity Price) is equal to the Initial Price (such fractional share being calculated to the nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of a share, to the next highest 1/10,000th of a share) and (c) if the Maturity Price is less than or equal to the Initial Price, one Exchange Issuer Security per MEDS. No fractional Exchange Issuer Securities will be issued at Maturity as provided in Section 13.2. Notwithstanding the foregoing, the Company may, at its option in lieu of delivering Exchange Issuer Securities, deliver cash in an amount (calculated to the nearest 1/100th of a dollar per MEDS or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) equal to the value of such number of Exchange Issuer Securities at the Maturity Price. In determining the amount of cash deliverable in exchange for the MEDS in lieu of Exchange Issuer Securities pursuant to the immediately preceding sentence hereof, if more than one MEDS shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of MEDS so surrendered at Maturity.

Appears in 2 contracts

Samples: Second Supplemental Indenture (J P Morgan Chase & Co), Second Supplemental Indenture (J P Morgan Chase & Co)

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Exchange at Maturity. At MaturitySubject to Section 2.04, at Maturity the principal amount payable with respect to of each series of MEDS SAILS shall be automatically and mandatorily exchanged by the Company into a number of securities shares of IBC Common Stock and Reported Securities ("or the equivalent amount of cash, as provided below) at the Exchange Issuer Securities") Rate; provided, however, that, pursuant to Section 2.03, no fractional shares of IBC Common Stock or Reported Securities shall be issued. The holders of the Exchange Issuer at SAILS shall be responsible for the applicable Exchange Rate (as defined below)payment of any and all brokerage costs upon the subsequent sale of such shares. The "Exchange Rate" with respect to each series of MEDS shall be equal to, subject to adjustment as a result of certain dilution events relating to the Issuer Exchange Securities as provided for in Section 13.3, (a) if the Maturity Price (as defined below) is greater than or equal to the "Threshold Appreciation Price" (as set forth in the applicable Prospectus Supplement), a number of Exchange Issuer Securities equal to a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion Premium, (b) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, a fractional Exchange Issuer Security per MEDS so that the value of such fractional Exchange Issuer Security (determined at the Maturity Price) is equal to the Initial Price (such fractional share being calculated to the nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of a share, to the next highest 1/10,000th of a share) and (c) if the Maturity Price is less than or equal to the Initial Price, one Exchange Issuer Security per MEDS. No fractional Exchange Issuer Securities will be issued at Maturity as provided in Section 13.2. Notwithstanding the foregoing, the Company may, at its option option, in lieu of delivering Exchange Issuer shares of IBC Common Stock and Reported Securities, deliver cash in an amount (calculated to the nearest 1/100th of a dollar per MEDS SAILS or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) equal to the value product of such the number of Exchange Issuer Securities at shares of IBC Common Stock otherwise deliverable on the date of Maturity multiplied by the Maturity Price; provided, however, that if such option is exercised, the Company shall deliver cash with respect to all, but not less than all, of the IBC Common Stock that would otherwise be deliverable. In determining the amount of cash deliverable in exchange for the MEDS SAILS in lieu of Exchange Issuer Securities shares of IBC Common Stock pursuant to the immediately preceding prior sentence hereof, if more than one MEDS SAILS shall be surrendered for exchange at one time by the same Holderholder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of MEDS SAILS so surrendered at Maturity.

Appears in 1 contract

Samples: First Supplemental Indenture (Ralston Purina Co)

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Exchange at Maturity. (a) At Maturity, the principal amount payable of each Security will be mandatorily exchanged for a number of shares of Common Stock (or, at the Company's option, which may be exercised with respect to each series any or all shares of MEDS shall be automatically and mandatorily exchanged into a number of securities ("Exchange Issuer Securities") Common Stock deliverable upon exchange of the Exchange Issuer Securities, cash in an amount determined as set forth herein) at the applicable Exchange Rate (as defined below), together with any accrued and unpaid interest up to Maturity. The "Exchange Rate" with respect to each series of MEDS shall be is equal to, subject to adjustment as a result of certain dilution events relating pursuant to the Issuer Exchange Securities as provided for in Section 13.31203 hereof, (ai) if the Maturity Price (as defined below) is greater than or equal to the "Threshold Appreciation Price" (as set forth in the applicable Prospectus Supplement), a number ______ shares of Exchange Issuer Securities equal to a fraction, the numerator of which is one and the denominator of which is the sum of one and the Conversion PremiumCommon Stock per Security, (bii) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, a fractional Exchange Issuer share of Common Stock per Security per MEDS so that the value of such fractional Exchange Issuer Security thereof (determined at the Maturity Price) is equal to the Initial Price (such fractional share being calculated to the nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of a share, to the next highest 1/10,000th of a share) and (ciii) if the Maturity Price is less than or equal to the Initial Price, one Exchange Issuer Security share of Common Stock per MEDS. No fractional Exchange Issuer Securities will be issued at Maturity as provided in Section 13.2Security. Notwithstanding the foregoing, the Company may, at its option option, in lieu of delivering shares of Common Stock at the Exchange Issuer SecuritiesRate, deliver cash in an amount (calculated to the nearest 1/100th of a dollar per MEDS or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) equal to the value of such number of Exchange Issuer Securities shares (or fractions thereof) of Common Stock at the Maturity Price. In determining Such option, if exercised, may be exercised with respect to any or all of the shares of Common Stock otherwise deliverable upon exchange of the Outstanding Securities. Such number of shares of Common Stock (or amount of cash deliverable in exchange for the MEDS in lieu thereof) deliverable upon mandatory exchange is hereinafter referred to as the "Exchange Consideration." (b) If less than all of Exchange Issuer the Outstanding Securities pursuant are to be exchanged for Common Stock, the immediately preceding sentence hereof, if more than one MEDS shall Securities to be surrendered for exchange at one time exchanged will be selected by the same Holder, Trustee from the amount of cash which shall Outstanding Securities by lot or pro rata (as nearly as may be) or by any other method determined by the Trustee in its sole discretion to be delivered upon exchange shall be computed on the basis of the aggregate number of MEDS so surrendered at Maturityequitable.

Appears in 1 contract

Samples: Indenture (Houston Industries Inc)

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