Exchange Ratio Adjustments. No adjustments to the Exchange Ratio will be required unless the Exchange Ratio adjustment would require a change of at least 0.1% in the Exchange Ratio then in effect. The Exchange Ratio resulting from any of the adjustments specified in this section will be rounded to the nearest one thousandth with five ten-thousandths being rounded upward. The Calculation Agent will not be required to make any adjustments to the Exchange Ratio after the close of business on the eighth scheduled Business Day immediately prior to the Stated Maturity, the Call Date or the Exchange Date, as applicable. No adjustments to the Exchange Ratio will be required other than those specified below. However, the Company may, at its sole discretion, cause the Calculation Agent to make additional adjustments to the Exchange Ratio to reflect changes occurring in relation to Exxon common stock or any other security received in a reorganization event in other circumstances where the Company determines that it is appropriate to reflect those changes. The Calculation Agent shall be solely responsible for the determination and calculation of any adjustments to the Exchange Ratio and of any related determinations and calculations with respect to any distributions of stock, other securities or other property or assets, including cash, in connection with any corporate event described in this section, and its determinations and calculations shall be conclusive absent manifest error. No adjustments will be made for certain other events, such as offerings of common stock by Exxon for cash or in connection with acquisitions or the occurrence of a partial tender or exchange offer for Exxon common stock by Exxon or any third party. The Company will, within ten Business Days following the occurrence of an event that requires an adjustment to the Exchange Ratio, or if the Company is not aware of this occurrence, as soon as practicable after becoming so aware, provide written notice to the Trustee, which shall provide notice to the Holders of the Notes of the occurrence of this event and, if applicable, a statement in reasonable detail setting forth the adjusted Exchange Ratio.
Exchange Ratio Adjustments. (a) The Parties have agreed to allow both Telecom Argentina and Cablevisión to distribute cash dividends to their respective shareholders prior to the Merger Effective Date, in which case any one or more cash distributions made as from the date of this Agreement and before the Merger Effective Date shall cause an adjustment of the Exchange Ratio pursuant to the following terms: (i) for purposes of calculating any Exchange Ratio adjustments, the following prices per share proportional to the Exchange Ratio shall be used as a reference: US$ 5.1591 per each outstanding share of Telecom Argentina and US$ 50,925.93 per each outstanding share of Cablevisión; (ii) the above mentioned United States dollars per share reference value to be taken into account to calculate the adjustments to the Exchange Ratio of the Company that makes a dividend
Exchange Ratio Adjustments. Not less than five (5) business days prior to the Closing, (i) Xxxxxx shall provide to Xxxxxx its calculation, certified by its Chief Financial Officer, as to whether a Xxxxxx Exchange Ratio Adjustment Event has occurred, and (ii) Xxxxxx shall provide to Xxxxxx its calculation, certified by its Chief Financial Officer, as to the amount of NAM Net Debt, in each case together with supporting documentation setting forth in reasonable detail its calculations with respect thereto (such certifications, together with such supporting documentation, the “Xxxxxx Net Debt Certificate” and the “NAM Net Debt Certificate”, respectively). Each of Xxxxxx and Xxxxxx shall cooperate with the other in connection with the review of such documentation and calculations.
Exchange Ratio Adjustments. If, before the Effective Date, InterWest changes the number of shares of InterWest Common Stock issued and outstanding as a result of a stock split, stock dividend, recapitalization or similar transaction, and the record date therefor shall be prior to the Effective Date, the Exchange Ratio shall be proportionately adjusted.
Exchange Ratio Adjustments. No adjustments to the Exchange Ratio will be required unless the Exchange Ratio adjustment would require a change of at least 0.1% in the Exchange Ratio then in effect. The Exchange Ratio resulting from any of the adjustments specified in this section will be rounded to the nearest one thousandth with five ten-thousandths being rounded upward. The Calculation Agent will not be required to make any adjustments to the Exchange Ratio after the close of business on the eighth scheduled Business Day immediately prior to the Stated Maturity or the Exchange Date, as applicable. No adjustments to the Exchange Ratio will be required other than those specified below. However, the Company may, at its sole discretion, cause the Calculation Agent to make additional adjustments to the Exchange Ratio to reflect changes occurring in relation to Deliverable Shares or any other security received in a reorganization event in other circumstances where the Company determines that it is appropriate to reflect those changes. The Calculation Agent shall be solely responsible for the determination and calculation of any adjustments to the Exchange Ratio and of any related determinations and calculations with respect to any distributions of stock, other securities or other property or assets, including cash, in connection with any corporate event described in this section, and its determinations and calculations shall be conclusive absent manifest error. No adjustments will be made for certain other events, such as offerings of Deliverable Shares by the Underlying Company for cash or in connection with acquisitions or the occurrence of a partial tender or exchange offer for Deliverable Shares by the Underlying Company or any third party. The Company will, within ten Business Days following the occurrence of an event that requires an adjustment to the Exchange Ratio, or if the Company is not aware of this occurrence, as soon as practicable after becoming so aware, provide written notice to the Trustee, which shall provide notice to the Holders of the Notes of the occurrence of this event and, if applicable, a statement in reasonable detail setting forth the adjusted Exchange Ratio. If the Deliverable Shares are subject to a stock split or reverse stock split, then once any split has become effective, the Exchange Ratio relating to the Deliverable Shares will be adjusted to equal the product of the prior Exchange Ratio and the number of shares which a holder of one share of the Deliv...
Exchange Ratio Adjustments. In the event InterWest changes the number of shares of InterWest Common Stock issued and outstanding prior to the Effective Date as a result of a stock split, stock dividend, recapitalization or similar transaction with respect to the outstanding InterWest Common Stock and the record date therefor shall be prior to the Effective Date, the Valuation Price shall be proportionately adjusted, and the Exchange Ratio shall be recalculated on the basis of the adjusted Valuation Price. In the event that the transactions contemplated by this Plan have not been consummated before the Dividend Record Date, the Exchange Ratio will be increased by the amount of the Adjustment Factor.
Exchange Ratio Adjustments. If between the date of this Agreement and the Closing Effective Time, the outstanding Copper Units or shares of Steel Common Stock are changed into a different number of units or shares, as applicable, by reason of any reclassification, recapitalization, split-up, combination, exchange of units or shares, dividend payable in stock or other securities or other similar transaction, the Copper Exchange Ratio, the Steel Exchange Ratio, the Merger Consideration, the amount of the Pre-Merger Special Dividend and related provisions shall be appropriately adjusted to provide to the holders of Copper Units, Steel Common Stock, Copper Equity Awards and Steel Equity Awards the same economic effect as contemplated by this Agreement prior to such reclassification, recapitalization, split-up, combination, exchange, dividend or other similar transaction. Notwithstanding anything to the contrary set forth herein, if, immediately following the Closing Effective Time, the aggregate number of whole shares of HoldCo Common Stock to be delivered either as Merger Consideration upon surrender of all issued and outstanding Copper Units immediately prior to the First Effective Time (excluding, for the avoidance of doubt, shares of HoldCo Common Stock to be delivered as Merger Consideration to any Subsidiary of Copper) or, upon the vesting or settlement of outstanding Copper Equity Awards immediately prior to the First Effective Time (and following conversion thereof as contemplated by Section 3.1(c), and excluding, for the avoidance of doubt, any HoldCo Common Stock underlying the HoldCo RSU Awards or any other equity awards of HoldCo that are not voting securities of HoldCo) would represent less than 51.01% of the voting power of all issued and outstanding shares of HoldCo Common Stock (excluding, for the avoidance of doubt, any HoldCo Common Stock underlying the HoldCo RSU Awards, Converted HoldCo Options or any other equity awards of HoldCo that are not voting securities of HoldCo) immediately following the Closing Effective Time, then (a) the Copper Exchange Ratio shall be automatically increased to the extent necessary (which adjusted Copper Exchange Ratio shall be expressed to the thousandth of a share) in order that the aggregate number of whole shares of HoldCo Common Stock that the holders of Copper Units representing 100% of the Copper Units issued and outstanding immediately prior to the First Effective Time are entitled to receive in the Copper First Merger pursuant to...
Exchange Ratio Adjustments. (a) If Univision changes the number of shares of Univision Class A Common Stock or Univision Class B Common Stock (if any) issued and outstanding before the Effective Time as a result of a stock split, stock dividend or similar recapitalization with respect to such stock and record date therefor (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be before the Effective Time, the Exchange Ratio shall be proportionately adjusted.
(b) If, before the Effective Time, Univision shall consummate a merger, consolidation, share exchange or other reorganization, or any other transaction with another person pursuant to which the holders of Univision Class A Common Stock receive or become entitled to receive securities, cash or other assets or any combination thereof, each holder of HBC Stock shall be entitled to receive at the Effective Time for each share of HBC Stock, that amount of securities, cash or other assets that such holder would have received or become entitled to receive had such holder been the record holder of the number of shares of Univision Stock issuable to such holder of HBC Stock pursuant to Section 1.8(a) had the Effective Time occurred immediately before the consummation of such transaction; provided, however, that if the consideration in such merger, consolidation, share exchange or other reorganization causes the attribution of the combined entity's FCC licenses to any holder of HBC Class B Stock, such holder shall be entitled to receive non-voting securities of such combined entity or such other consideration necessary for such FCC licenses to not be attributable to such holder.
Exchange Ratio Adjustments. If, prior to the Effective Date, USBN changes the number of shares of USBN Common Stock issued and outstanding as a result of a stock split, stock dividend, recapitalization or similar transaction (excluding increases in number due to issuances of shares upon exercise of any outstanding USBN Options), the Exchange Ratio will be proportionately adjusted to the extent necessary to preserve the economic terms of the Consolidation.
Exchange Ratio Adjustments. 2 1.4 Exemption from Registration........................................3 1.5
