Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction. (b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change. (c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change: (i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenture; and (ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.
Appears in 4 contracts
Samples: Merger Agreement (Ilm Senior Living Inc /Va), Merger Agreement (Ilm Ii Senior Living Inc /Va), Merger Agreement (Capital Senior Living Corp)
Fundamental Change. (a) In the event that the Company is shall be a party to any transaction (including, including without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, limitation (i) any recapitalization or reclassification of Company the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value value, or as a result of a subdivision or combination of Company the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange (each of the foregoing being referred exchange) pursuant to as a "Transaction"), in each case, as a result of which either shares of Company Common Stock shall be converted into the right to receivereceive other securities, cash or other property, or, in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be exchanged forentitled to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Security then outstanding shall have the right thereafter to convert such Security only into:
(i1) in the case of any Transaction other than a Transaction involving such transaction that does not constitute a Common Stock Fundamental Change (as defined below) and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), the kind and amount of the securities, cash or other propertyproperty that would have been receivable upon such recapitalization, each Debenture shall thereafter be convertible into reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the kind andnumber of shares of Common Stock issuable upon conversion of such Security immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after giving effect, in the case of a Transaction which does not involve a any Non-Stock Fundamental ChangeChange (as defined below), amount of securities, cash and other property receivable upon to any adjustment in the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or Conversion Price in accordance with Section 1304(c)(1); and
(ii2) in the case of a Transaction involving any such transaction that constitutes a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to as a result of such Common Stock Fundamental Change if such Transaction constitutes a Fundamental Changein an amount determined in accordance with Section 1304(c)(2). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If The Company or the Person formed by such consolidation or resulting from such merger or that acquired such assets or that acquires the Company's shares, as the case may be, shall expressly assume all obligations under this Indenture, the Declaration, the Guarantee and all Outstanding Securities by entering into a supplemental indenture to this Indenture and by becoming a party to the Declaration and the Guarantee (as applicable) to amend each of such agreements to provide for such right provided for above with respect to the Securities and the Preferred Securities. Such amendments and supplements shall provide for adjustments which, for events subsequent to the effective date of such agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Thirteen. The above provisions shall similarly apply to successive transactions of the foregoing type.
(c) Notwithstanding any other provision of this Section 1304 to the contrary, but without duplication with Section 1303, if any Fundamental Change (as defined below) occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Changefollows:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become Securities immediately following such Non-Stock Fundamental Change shall be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsSection 1303, and (B) the result obtained by multiplying product of (1) the greater of the Applicable Price or (as defined in Section 1307) and the then applicable Reference Market Price by (as defined in Section 1307) and (2) a fraction fraction, the numerator of which the numerator will be is $___ 50 and the denominator will be of which is (x) the amount of the Redemption Price set forth in Section 1109 for one Debenture $50 in principal amount of Securities if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures Preferred Securities and through December to October 1, 2000, 1997 and the twelve-twelve month periods commencing December October 1, 20011997, December October 1, 2002 1998 and December October 1, 20031999, the product of 10_.___%106.750%, 10_.___%106.075%, 10_.___% 105.400% and 10_.___%104.725%, respectively, multiplied by times $__50) plus (y) any then-then- accrued and unpaid interest interest, including Additional Interest, Compounded Interest and Liquidated Damages, if any on one DebenturePreferred Security; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price conversion price of the Debentures Securities immediately following such Common Stock Fundamental Change shall be the conversion price in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsSection 1303, will thereupon be adjusted by multiplying such Conversion Price multiplied by a fraction fraction, the numerator of which the numerator will be is the Purchaser Stock Price (as defined in Section 1307) and the denominator will be of which is the Applicable Price; providedPROVIDED, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiror, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock will the Common Stock shall have been exchanged for, converted into, into or acquired for for, common stock of the successor, acquiror or other third party (and any cash with respect to fractional interests) interests or with respect to appraisal or similar rights), the conversion price of the successor, acquiror, or other third party, Securities immediately following such Common Stock Fundamental Change shall be the Conversion Price of the Debentures conversion price in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price multiplied by a fraction fraction, the numerator of which the numerator will be is one and the denominator will be of which is the number of shares of common stock of the successor, acquiror, acquiror or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 2 contracts
Samples: Indenture (Inacom Corp), Indenture (Vanstar Financing Trust)
Fundamental Change. (a) In the event that the Company is a party to any transaction (transaction, including, without limitation, a merger (other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) below relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Series A Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental ChangeChange such that:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Series A Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction fraction, the numerator of which the numerator will shall be $___ 50 and the denominator will of which shall be (x) the amount of the Optional Redemption Price for one the Debenture if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Series A Debentures and through December 1May 31, 2000, and the twelve-month periods commencing December June 1, 2000 and June 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%106.50%, 10_.___%, 10_.___% 105.85% and 10_.___%105.20%, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Series A Debentures; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of the Series A Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will shall be the Purchaser Stock Price and the denominator will shall be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiroracquirer, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiroracquirer, or other third party, the Conversion Price of the Series A Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will shall be one and the denominator will of which shall be the number of shares of common stock of the successor, acquiroracquirer, or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 2 contracts
Samples: Supplemental Indenture (Pogo Producing Co), Supplemental Indenture (Pogo Producing Co)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Sun Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Sun Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Sun Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Sun Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture Convertible Preferred Security shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Sun Common Stock into which a Debenture Convertible Preferred Security was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture Convertible Preferred Security shall thereafter be convertible (in the manner described hereintherein) into common stock of the kind received by holders of Company Sun Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) below relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Convertible Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price conversion price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture Convertible Preferred Security shall be convertible solely into common stock of the kind received by holders of Company Sun Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price conversion price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price conversion price of the Debentures Convertible Preferred Securities will thereupon become the lower of (A) the Conversion Price conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest distributions on one DebentureConvertible Preferred Security; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price conversion price of the Debentures Convertible Preferred Securities in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price conversion price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Sun Common Stock is common stock of the successor, acquiroracquirer, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock Sun Common Stock will be have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiroracquirer, or other third party, the Conversion Price conversion price of the Debentures Convertible Preferred Securities in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price conversion price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiroracquirer, or other third party received by a holder of one share of common stock Sun Common Stock as a result of such Common Stock Fundamental Change. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Thirteen. The above provisions shall similarly apply to successive transactions of the foregoing type.
Appears in 2 contracts
Samples: Indenture (Sun Healthcare Group Inc), Indenture (Sun Healthcare Group Inc)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, continuance, sale of all or substantially all of the assets of the Company, recapitalization recapitalization, holding company reorganization (whether pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise) or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each 1998A Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a 1998A Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental ChangeChange (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), common stocksecurities, cash or other property, each 1998A Debenture shall thereafter be convertible (in the manner described herein) into common stock Common Stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs subsections (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders Holders of 1998A Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph subsection (c) below. In addition, in the event of a Common Stock Fundamental Change, each 1998A Debenture shall be convertible solely into common stock Common Stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental ChangeChange as follows:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures immediately following such Non-Stock Fundamental Change will thereupon become be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments), and (B) the result obtained by multiplying the greater of the Applicable Price or and the then applicable Reference Market Price by a fraction of which the numerator will be $___ 100 and of which the denominator will be (x) the an amount of the Redemption Price for one Debenture if the Redemption Date were based upon the date of such Non-Stock Fundamental Change (oroccurs. For the 12-month period beginning __________, for 1998, the period commencing on denominator used in the first date of original issuance of the Debentures and through December 1, 2000immediately preceding sentence will be ____, and the twelvesuch denominator will decrease by ___ during each successive 12-month periods commencing December 1period, 2001, December 1, 2002 and December 1, 2003, provided that in no event shall the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenturedenominator be less than 100; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjustments) as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be the Purchaser Stock Price and of which the denominator will be the Applicable Price; provided, however, that in the event of a Common holding company reorganization of the Company (whether effected in accordance with Section 251(g) of the Delaware General Corporation Law or otherwise) or in the event of a Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock Common Stock of the successor, acquiror, acquirer or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock Common Stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock Common Stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change will thereupon be as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be one and the denominator will be the number of shares of common stock Common Stock of the holding company, successor, acquiror, acquiror or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: First Supplemental Indenture (El Paso Energy Capital Trust I)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.a
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Non- Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 50 and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1August 14, 2000, and the twelve-month periods commencing December 1August 15, 2000 and August 15, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%106.50%, 10_.___%, 10_.___% 105.85% and 10_.___%105.20%, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenture; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.effected
Appears in 1 contract
Samples: Junior Convertible Subordinated Indenture (Newfield Exploration Co /De/)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, continuance, sale of all or substantially all of the assets of the Company, recapitalization recapitalization, holding company reorganization (whether pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise) or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental ChangeChange (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), common stocksecurities, cash or other property, each Debenture shall thereafter be convertible (in the manner described herein) into common stock Common Stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs subsections (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders Holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures immediately following such Non-Stock Fundamental Change will thereupon become be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments), and (B) the result obtained by multiplying the greater of the Applicable Price or and the then applicable Reference Market Price by a fraction of which the numerator will be $___ 100 and of which the denominator will be (x) the an amount of the Redemption Price for one Debenture if the Redemption Date were based upon the date of such Non-Stock Fundamental Change occurs. For the 12-month period beginning June 30, 1998 (or, for and during the period commencing on from June 9, 1998 to June 30, 1998), the first date of original issuance of denominator used in the Debentures and through December 1, 2000immediately preceding sentence will be 106.75%, and the twelvesuch denominator will decrease by 0.675% during each successive 12-month periods commencing December 1period, 2001, December 1, 2002 and December 1, 2003, provided that in no event shall the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenturedenominator be less than 100%; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjustments) as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be the Purchaser Stock Price and of which the denominator will be the Applicable Price; provided, however, that in the event of a Common holding company reorganization of the Company (whether effected in accordance with Section 251(g) of the Delaware General Corporation Law or otherwise) or in the event of a Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock Common Stock of the successor, acquiror, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock Common Stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock Common Stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change will thereupon be as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be one and the denominator will be the number of shares of common stock Common Stock of the holding company, successor, acquiror, acquiror or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Junior Convertible Subordinated Indenture (Tower Automotive Inc)
Fundamental Change. (a) In the event that the Company is shall be a party to any transaction (including, including without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, limitation (i) any recapitalization or reclassification of Company the Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value value, or as a result of a subdivision or combination of Company the Common Stock), (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange (each of the foregoing being referred exchange) pursuant to as a "Transaction"), in each case, as a result of which either shares of Company Common Stock shall be converted into the right to receivereceive other securities, cash or other property, or, in the case of a sale or transfer of all or substantially all of the assets of the Company, the holders of Common Stock shall be exchanged forentitled to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Security then outstanding shall have the right thereafter to convert such Security only into:
(i1) in the case of any Transaction other than a Transaction involving such transaction that does not constitute a Common Stock Fundamental Change (as defined below) and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), the kind and amount of the securities, cash or other propertyproperty that would have been receivable upon such recapitalization, each Debenture shall thereafter be convertible into reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the kind andnumber of shares of Common Stock issuable upon conversion of such Security immediately prior to such recapitalization, reclassification, consolidation, merger, sale, transfer or share exchange, after giving effect, in the case of a Transaction which does not involve a any Non- Stock Fundamental ChangeChange (as defined below), amount of securities, cash and other property receivable upon to any adjustment in the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or Conversion Price in accordance with Section 1304(c)(1); and
(ii2) in the case of a Transaction involving any such transaction that constitutes a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental ChangeChange in an amount determined in accordance with Section 1304(c)(2).
(cb) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price Company or the then applicable Reference Market Price Person formed by a fraction of which the numerator will be $___ and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenture; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock is common stock of the successor, acquiror, consolidation or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) merger or that acquired such assets or that acquires the Company's shares, as the case may be, shall expressly assume all of common stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third partyobligations under this Indenture, the Conversion Price of Declaration, the Debentures in effect immediately prior Guarantee and all Outstanding Securities by entering into a supplemental indenture to such Common Stock Fundamental Change will thereupon be adjusted this Indenture and by multiplying such Conversion Price by becoming a fraction of which party to the numerator will be one Declaration and the denominator will be the number Guarantee (as applicable) to amend each of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.such
Appears in 1 contract
Samples: Indenture (Suiza Foods Corp)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, continuance, sale of all or substantially all of the assets of the Company, recapitalization recapitalization, holding company reorganization (whether pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise) or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental ChangeChange (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), common stocksecurities, cash or other property, each Debenture shall thereafter be convertible (in the manner described herein) into common stock Common Stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs subsections (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders Holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph subsection (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock Common Stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental ChangeChange as follows:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures immediately following such Non-Stock Fundamental Change will thereupon become be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments), and (B) the result obtained by multiplying the greater of the Applicable Price or and the then applicable Reference Market Price by a fraction of which the numerator will be $___ 100 and of which the denominator will be (x) the an amount of the Redemption Price for one Debenture if the Redemption Date were based upon the date of such Non-Stock Fundamental Change occurs. For the 12-month period beginning (or, for and during the period commencing on from to ), the first date of original issuance of denominator used in the Debentures and through December 1, 2000immediately preceding sentence will be %, and the twelvesuch denominator will decrease by % during each successive 12-month periods commencing December 1period, 2001, December 1, 2002 and December 1, 2003, provided that in no event shall the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenturedenominator be less than 100%; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjustments) as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be the Purchaser Stock Price and of which the denominator will be the Applicable Price; provided, however, that in the event of a Common holding company reorganization of the Company (whether effected in accordance with Section 251(g) of the Delaware General Corporation Law or otherwise) or in the event of a Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock Common Stock of the successor, acquiror, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock Common Stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock Common Stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change will thereupon be as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be one and the denominator will be the number of shares of common stock Common Stock of the holding company, successor, acquiror, acquiror or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Junior Convertible Subordinated Indenture (Amcv Capital Trust I)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, continuance, sale of all or substantially all of the assets of the Company, recapitalization recapitalization, holding company reorganization (whether pursuant to Section 251(g) of the Delaware General Corporation Law or otherwise) or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each 1998A Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a 1998A Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental ChangeChange (and subject to funds being legally available for such purpose under applicable law at the time of such conversion), common stocksecurities, cash or other property, each 1998A Debenture shall thereafter be convertible (in the manner described herein) into common stock Common Stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.giving
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph subsection (c) below. In addition, in the event of a Common Stock Fundamental Change, each 1998A Debenture shall be convertible solely into common stock Common Stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental ChangeChange as follows:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures immediately following such Non-Stock Fundamental Change will thereupon become be the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments), and (B) the result obtained by multiplying the greater of the Applicable Price or and the then applicable Reference Market Price by a fraction of which the numerator will be $___ 100 and of which the denominator will be (x) the an amount of the Redemption Price for one Debenture if the Redemption Date were based upon the date of such Non-Stock Fundamental Change occurs. For the 12-month period beginning March 31, 1998 (or, for and during the period commencing on from March 17, 1998 to March 30, 1998), the first date of original issuance of denominator used in the Debentures and through December 1, 2000immediately preceding sentence will be 104.75%, and the twelvesuch denominator will decrease by 0.475% during each successive 12-month periods commencing December 1period, 2001, December 1, 2002 and December 1, 2003, provided that in no event shall the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenturedenominator be less than 100%; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change, but Change (after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjustments) as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be the Purchaser Stock Price and of which the denominator will be the Applicable Price; provided, however, that in the event of a Common holding company reorganization of the Company (whether effected in accordance with Section 251(g) of the Delaware General Corporation Law or otherwise) or in the event of a Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock Common Stock of the successor, acquiror, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock Common Stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock Common Stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of immediately following such Stock Fundamental Change will be the Debentures Conversion Price in effect immediately prior to such Common Stock Fundamental Change will thereupon be as adjusted by multiplying such Conversion Price by a fraction fraction, of which the numerator will be one and the denominator will be the number of shares of common stock Common Stock of the holding company, successor, acquiror, acquiror or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.party
Appears in 1 contract
Samples: First Supplemental Indenture (El Paso Natural Gas Co)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Class A Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 25 and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1_________ __, 2000____, and the twelve-month periods commencing December 1__________ __, 2001____, December 1__________ __, 2002 ____ and December 1__________ __, 2003____, the product of 10_.___%______%, 10_.___%______%, 10_.___% ______% and 10_.___%______%, respectively, multiplied by $__25) plus (y) any then-accrued and unpaid interest on one Debenture; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; providedPROVIDED, howeverHOWEVER, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Junior Convertible Subordinated Indenture (Dura Automotive Systems Inc)
Fundamental Change. (a) In the event that the Company ------------------ is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, reclassification or from par value recapitalization to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stockwhich Section 13.3(a) is applicable) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect 100 to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying multi plying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction fraction, the numerator of which the numerator will be $___ 50 and the denominator of which will be (x) the amount of the Redemption Price redemption price for one Debenture each $50 aggregate principal amount of Debentures if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1__________, 200020__, and the twelve-month periods commencing December 1__________, 200120__ and __________, December 1, 2002 and December 1, 200320__, the product of 10_.___%_____%, 10_.___%, 10_.___% _____% and 10_.___%______%, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Debentures; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be one and the denominator of which will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Indenture (Alcoa Inc)
Fundamental Change. (a) In the event that the Company Issuer is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the CompanyIssuer, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(ba) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(cb) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 50 and the denominator will be (x) the amount of the Redemption Price redemption price for one the Debenture if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1through_____________, 20001998, and the twelve-month periods commencing December 1_______________, 1998, ___________, 1999, _____________, 2000, and ____________, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%__________, 10_.___%_________, 10_.___% ________ and 10_.___%_________, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Debentures; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiroracquirer, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiroracquirer, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiroracquirer, or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into 109 the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 50 and the denominator will be (x) the amount of the Redemption Price redemption price for one the Debenture if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 20001997, and the twelve-month periods commencing December 12, 2001, December 1, 2002 1997 and December 12, 20031998, the product of 10_.___%106.75, 10_.___%, 10_.___% 106.075 and 10_.___%105.400, respectively, 110 multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Debentures; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Indenture (Host Marriott Corp/Md)
Fundamental Change. (a) In the event that the Company is a party to any transaction (transaction, including, without limitation, a merger (other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.. 107
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction fraction, the numerator of which the numerator will be $___ 50 and the denominator of which will be (x) the amount of the Redemption Price redemption price for one the Debenture if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December July 31, 1999, and the twelve- month periods commencing August 1, 1999 and August 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%106.50%, 10_.___%, 10_.___% 105.85% and 10_.___%105.20%, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Debentures; and
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock -------- ------- Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiroracquirer, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiroracquirer, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be one and the denominator of which will be the number of shares of common stock of the successor, acquiroracquirer, or other third party 108 received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Indenture (United Rentals Inc /De)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture Preferred Security shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture Preferred Security was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture Preferred Security shall thereafter be convertible (in the manner described hereintherein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) below relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price conversion price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture Preferred Security shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price conversion price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price conversion price of the Debentures Preferred Securities will thereupon become the lower of (A) the Conversion Price conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest distributions on one DebenturePreferred Security; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price conversion price of the Debentures Preferred Securities in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price conversion price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Company Common Stock is common stock of the successor, acquiroracquirer, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock Company Common Stock will be have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiroracquirer, or other third party, the Conversion Price conversion price of the Debentures Preferred Securities in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price conversion price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiroracquirer, or other third party received by a holder of one share of common stock Company Common Stock as a result of such Common Stock Fundamental Change.. The Company or the Person formed by such consolidation or resulting from such merger or which acquired such assets or which acquires the Company's shares, as the case may be, shall make provision in its certificate or articles of incorporation or other constituent document to establish such right. Such certificate or articles of incorporation or other constituent document shall provide for adjustments which, for events subsequent to the effective date of such certificate or articles of incorporation or other constituent document, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article Thirteen. The above provisions shall similarly apply to successive transactions of the foregoing type. - 77 - 86
Appears in 1 contract
Samples: Indenture (Central Parking Corp)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "TransactionTRANSACTION"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and the time of such conversion), securities, cash or other property, each Series A Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.Company
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Series A Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Series A Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 50 and the denominator will be (x) the amount of the Redemption Price for one Series A Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Series A Debentures and through December 1March 31, 20001999, and the twelve-month periods commencing December 1March 31, 1999, and March 31, 2000 and March 31, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%106.750%, 10_.___%106.075%, 10_.___% 105.400% and 10_.___%104.725%, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Series A Debenture; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Series A Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Company Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock Company Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Series A Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock Company Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: First Supplemental Indenture (Pioneer Standard Electronics Inc)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other 107 property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any TransactionTransaction described in this section.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i1) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction fraction, the numerator of which the numerator will be $___ 50 and the denominator of which will be (x) the amount of the Redemption Price redemption price for one the Debenture if the Redemption Date redemption date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1October 15, 20001998, and the twelve-month periods commencing December 1October 15, 20011999 and October 15, December 1, 2002 and December 1, 20032000, the product of 10_.___%106.0, 10_.___%, 10_.___% 105.4 and 10_.___%104.8, respectively, multiplied by $__50) plus (y) any then-accrued and unpaid interest on one Debenturethe Debentures; andand 108
(ii2) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphsadjustments, will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Common Stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock the Common Stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction fraction, the numerator of which the numerator will be one and the denominator of which will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock Common Stock as a result of such Common Stock Fundamental Change.
Appears in 1 contract
Samples: Indenture (Big Flower Holdings Inc)
Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, including a merger (other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged forfor the right to receive, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture Series A Note shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, and amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture Series A Note was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture Series A Note shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures Series A Notes or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture Series A Note shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures Series A Notes will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ 50 and the denominator will be (x) the amount of the Redemption Price for one Debenture Series A Note if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures Series A Notes and through December 1_________, 20002001, and the twelve-month periods commencing December 1_________, 20012001 and _________, December 1, 2002 and December 1, 20032002, the product of 10_.___%_____%, 10_.___%, 10_.___% _____% and 10_.___%_____%, respectively, multiplied by $__50) plus (y) any then-then accrued and unpaid interest on one DebentureSeries A Note; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures Series A Notes in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock Company Common Stock is common stock of the successor, acquiror, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock Company Common Stock will have been exchanged for, converted into, into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, acquiror or other third party, the Conversion Price of the Debentures Series A Notes in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, acquiror or other third party received by a holder of one share of common stock Company Common Stock as a result of such Common Stock Fundamental Change. SECTION 207. Notice of Adjustments of Conversion Price. Whenever the Conversion Price is adjusted as herein provided:
(a) the Company shall compute the adjusted Conversion Price and shall prepare a certificate signed by the Chief Financial Officer or the Treasurer of the Company setting forth the adjusted Conversion Price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Trustee, the Conversion Agent and the transfer agent for the Preferred Securities and the Series A Notes; and
(b) a notice stating that the Conversion Price has been adjusted and setting forth the adjusted Conversion Price shall as soon as practicable be mailed by the Company to all record holders of Preferred Securities and the Series A Notes at their last addresses as they appear upon the stock transfer books of the Company and the Trust and the Securities Registrar.
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Fundamental Change. (a) In the event that the Company is a party to any transaction (including, without limitation, a merger other than a merger that does not result in a reclassification, conversion, exchange or cancellation of Company Common Stock), consolidation, sale of all or substantially all of the assets of the Company, recapitalization or reclassification of Company Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value or as a result of a subdivision or combination of Company Common Stock) or any compulsory share exchange (each of the foregoing being referred to as a "Transaction"), in each case, as a result of which shares of Company Common Stock shall be converted into the right to receive, or shall be exchanged for, (i) in the case of any Transaction other than a Transaction involving a Common Stock Fundamental Change (and subject to funds being legally available for such purpose under applicable law and at the time of such conversion), securities, cash or other property, each Debenture shall thereafter be convertible into the kind and, in the case of a Transaction which does not involve a Fundamental Change, amount of securities, cash and other property receivable upon the consummation of such Transaction by a holder of that number of shares of Company Common Stock into which a Debenture was convertible immediately prior to such Transaction, or (ii) in the case of a Transaction involving a Common Stock Fundamental Change, common stock, each Debenture shall thereafter be convertible (in the manner described herein) into common stock of the kind received by holders of Company Common Stock (but in each case after giving effect to any adjustment discussed in paragraphs (b) and (c) relating to a Fundamental Change if such Transaction constitutes a Fundamental Change). The holders of Debentures or Preferred Securities will have no voting rights with respect to any Transaction.
(b) If any Fundamental Change occurs, then the Conversion Price in effect will be adjusted immediately after such Fundamental Change as described in paragraph (c) below. In addition, in the event of a Common Stock Fundamental Change, each Debenture shall be convertible solely into common stock of the kind received by holders of Company Common Stock as a result of such Common Stock Fundamental Change.
(c) The Conversion Price in the case of any Transaction involving a Fundamental Change will be adjusted immediately after such Fundamental Change:
(i) in the case of a Non-Stock Fundamental Change, the Conversion Price of the Debentures will thereupon become the lower of (A) the Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, and (B) the result obtained by multiplying the greater of the Applicable Price or the then applicable Reference Market Price by a fraction of which the numerator will be $___ and the denominator will be (x) the amount of the Redemption Price for one Debenture if the Redemption Date were the date of such Non-Stock Fundamental Change (or, for the period commencing on the first date of original issuance of the Debentures and through December 1, 2000, and the twelve-month periods commencing December 1, 2001, December 1, 2002 and December 1, 2003, the product of 10_.___%, 10_.___%, 10_.___% and 10_.___%, respectively, multiplied by $__) plus (y) any then-accrued and unpaid interest on one Debenture; and
(ii) in the case of a Common Stock Fundamental Change, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to the preceding paragraphs, will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be the Purchaser Stock Price and the denominator will be the Applicable Price; provided, however, that in the event of a Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of common stock is common stock of the successor, acquiror, or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Common Stock Fundamental Change) and (B) all of common stock will have been exchanged for, converted into, or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror, or other third party, the Conversion Price of the Debentures in effect immediately prior to such Common Stock Fundamental Change will thereupon be adjusted by multiplying such Conversion Price by a fraction of which the numerator will be one and the denominator will be the number of shares of common stock of the successor, acquiror, or other third party received by a holder of one share of common stock as a result of such Common Stock Fundamental Change.
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Samples: Junior Convertible Subordinated Indenture (Newfield Financial Trust Ii)