Common use of Fundamental Change Clause in Contracts

Fundamental Change. If a fundamental change (as defined in the Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion Date, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part, into Common Shares at the fundamental change conversion rate (as defined in the Preferred Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date. The following table sets forth the fundamental change conversion rate per Mandatory Convertible Preferred Share based on the effective date of the fundamental change and the share price (as defined in the Preferred Shares Preliminary Prospectus Supplement) in the fundamental change: May 14, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 The exact share price and effective date may not be set forth on the table, in which case: · if the share price is between two share prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share will be determined by straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share set forth for the higher and lower share prices and the earlier and later effective dates, as applicable, based on a 365-day; · if the share price is in excess of $50.00 per share (subject to adjustment in the same manner as the share prices in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share price is less than $2.00 per share (subject to adjustment in the same manner as the share prices in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share will be determined (a) as if the share price were equal to $2.00 and (b) if the effective date is between two effective dates on the table, using straight-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversion.

Appears in 2 contracts

Samples: Underwriting Agreement (Nabors Industries LTD), Underwriting Agreement (Nabors Industries LTD)

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Fundamental Change. If a fundamental change (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateJanuary 15, 2018, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in part, into shares of Common Shares Stock at the fundamental change conversion rate (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date on, and (B) including, the date that is 20 calendar days after such effective date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than January 15, 2018). The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock based on the effective date of the fundamental change and the share stock price (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) in the fundamental change: May 14January 21, 2015 44.9560 42.5280 39.4600 36.9820 36.0980 35.7400 35.5300 35.4260 35.5580 35.8260 36.0880 36.3020 36.5700 January 15, 2016 44.2160 43.1160 40.8200 38.1420 36.9880 36.4780 36.1540 35.9480 36.0100 36.2420 36.4600 36.6160 36.7820 January 15, 2017 43.6620 43.4500 42.4680 39.9640 38.3740 37.5660 37.0140 36.6220 36.5820 36.7340 36.8420 36.8940 36.9260 January 15, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 43.4780 43.4780 43.4780 43.4780 43.4780 40.0000 37.0020 37.0020 37.0020 37.0020 37.0020 37.0020 37.0020 The exact share stock price and effective date may not be set forth on the table, in which case: · if the share stock price is between two share stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable; • if the stock price is in excess of $60.00 per share (subject to adjustment in the same manner and at the same time as the stock price set forth in the first row of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement; and • if the stock price is less than $5.00 per share (subject to adjustment in the same manner and at the same time as the stock price set forth in the first row of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement. The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change: January 21, 2015 2.2478 2.1264 1.9730 1.8491 1.8049 1.7870 1.7765 1.7713 1.7779 1.7913 1.8044 1.8151 1.8285 January 15, 2016 2.2108 2.1558 2.0410 1.9071 1.8494 1.8239 1.8077 1.7974 1.8005 1.8121 1.8230 1.8308 1.8391 January 15, 2017 2.1831 2.1725 2.1234 1.9982 1.9187 1.8783 1.8507 1.8311 1.8291 1.8367 1.8421 1.8447 1.8463 January 15, 2018 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.8501 1.8501 1.8501 1.8501 1.8501 1.8501 1.8501 The exact stock price and effective date may not be set forth on the table, in which case: • if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Depositary Share set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · if the share stock price is in excess of $50.00 60.00 per share (subject to adjustment in the same manner and at the same time as the share prices stock price set forth in the column headings first row of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Depositary Share will be the Minimum Conversion Rate, divided by 20, subject to adjustment as described in the Preferred Depositary Shares Preliminary Prospectus Supplement; and · if the share stock price is less than $2.00 5.00 per share (subject to adjustment in the same manner and at the same time as the share prices stock price set forth in the column headings first row of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 20, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Share will be determined (a) as if Stock, a holder of Depositary Shares may only convert its Depositary Shares upon the share price were equal to $2.00 and (b) if occurrence of a fundamental change in lots of 20 Depositary Shares. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightfundamental change dividend make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event whole amount (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 6.25% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.

Appears in 2 contracts

Samples: Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co)

Fundamental Change. If a fundamental change Fundamental Change (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateDecember 1, 2027, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part, into Common Shares at during the fundamental change conversion rate Fundamental Change Conversion Period (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) during to convert their shares of the period beginning onMandatory Convertible Preferred Stock, and includingin whole or in part (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), the effective date into shares of Common Stock (or Units of Exchange Property (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date)). The following table sets forth the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share based on the effective date of the fundamental change Stock for each Fundamental Change Stock Price and the share price Fundamental Change Effective Date (each as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) in the fundamental changeset forth below: May 14Fundamental Change Effective Date $ 4.00 $ 8.00 $ 12.00 $ 15.00 $ 18.00 $ 20.55 $ 23.00 $ 25.69 $ 28.00 $ 30.00 $ 35.00 $ 40.00 $ 50.00 $ 60.00 December 5, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 2024 2.2272 2.3075 2.2880 2.2228 2.1414 2.0769 2.0261 1.9845 1.9591 1.9432 1.9207 1.9118 1.9081 1.9088 December 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 2025 2.2927 2.3502 2.3485 2.2970 2.2099 2.1303 2.0638 2.0086 1.9758 1.9562 1.9307 1.9224 1.9201 1.9210 December 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 2026 2.3614 2.3912 2.3989 2.3791 2.3041 2.2044 2.1079 2.0266 1.9823 1.9592 1.9368 1.9329 1.9330 1.9336 December 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 2027 2.4331 2.4331 2.4331 2.4331 2.4331 2.4331 2.1739 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 The exact share price Fundamental Change Stock Price and effective date Fundamental Change Effective Date may not be set forth on the table, in which case: · if the share price Fundamental Change Stock Price is between two share prices on Fundamental Change Stock Price amounts in the table or the effective date Fundamental Change Effective Date is between two effective dates on Fundamental Change Effective Dates in the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share Fundamental Change Conversion Rates set forth for the higher and lower share prices Fundamental Change Stock Price amounts and the earlier and later effective datesFundamental Change Effective Dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · if the share price Fundamental Change Stock Price is in excess of $50.00 60.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share price Fundamental Change Stock Price is less than $2.00 4.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined (a) as if the share price were equal to $2.00 and (b) if Maximum Conversion Rate. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightFundamental Change Dividend Make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event Whole Amount (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 6.50% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.

Appears in 1 contract

Samples: Underwriting Agreement (PACIFIC GAS & ELECTRIC Co)

Fundamental Change. If a fundamental change (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateOctober 15, 2027, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in part, into shares of Common Shares Stock at the fundamental change conversion rate (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) of such fundamental change and ending on on, and including, the earlier of (A) the Mandatory Conversion Date and (Ba) the date that is 20 calendar days after such effective date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such fundamental change) and (b) October 15, 2027. For the avoidance of doubt, the period described in the immediately preceding sentence may not end on a date that is later than October 15, 2027. The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock based on the effective date of the fundamental change and the share stock price (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) in the fundamental change: May 14October 31, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 12024 6.3600 6.2860 6.2200 6.1600 6.0940 6.0620 6.0200 5.9800 5.9540 5.9280 5.9040 5.8840 October 15, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 12025 6.5120 6.4260 6.3460 6.2720 6.1860 6.1440 6.0920 6.0380 6.0060 5.9720 5.9420 5.9160 October 15, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 12026 6.7420 6.6480 6.5480 6.4460 6.3220 6.2600 6.1800 6.1000 6.0520 6.0020 5.9620 5.9280 October 15, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 2027 6.9940 6.9940 6.9940 6.9940 6.9940 6.6660 6.2500 5.8280 5.8280 5.8280 5.8280 5.8280 The exact share stock price and effective date may not be set forth on the table, in which case: · if the share stock price is between two share stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Share Stock set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365-dayday or 366-day year, as applicable; · if the share stock price is in excess of $50.00 210.00 per share (subject to adjustment in the same manner as the share stock prices in the column headings of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share stock price is less than $2.00 100.00 per share (subject to adjustment in the same manner as the share stock prices in the column headings of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be determined (a) as the Maximum Conversion Rate. The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change: October 31, 2024 0.3180 0.3143 0.3110 0.3080 0.3047 0.3031 0.3010 0.2990 0.2977 0.2964 0.2952 0.2942 October 15, 2025 0.3256 0.3213 0.3173 0.3136 0.3093 0.3072 0.3046 0.3019 0.3003 0.2986 0.2971 0.2958 October 15, 2026 0.3371 0.3324 0.3274 0.3223 0.3161 0.3130 0.3090 0.3050 0.3026 0.3001 0.2981 0.2964 October 15, 2027 0.3497 0.3497 0.3497 0.3497 0.3497 0.3333 0.3125 0.2914 0.2914 0.2914 0.2914 0.2914 The exact stock price and effective date may not be set forth on the table, in which case: • if the share stock price were equal to $2.00 and (b) if is between two stock prices on the table or the effective date is between two effective dates on the table, using the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation. Conversion upon interpolation between the fundamental change conversion rates per Depositary Share set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a Tax Event: If at any time Issuer becomes obligated 365-day or 366-day year, as applicable; • if the stock price is in excess of $210.00 per share (subject to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event (as defined adjustment in the Preferred same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to then the fundamental change conversion rate determined per Depositary Share will be the Minimum Conversion Rate, divided by 20; and • if the stock price is less than $100.00 per share (subject to adjustment in the same manner as though the tax event stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion date rate per Depositary Share will be the Maximum Conversion Rate, divided by 20. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares upon the occurrence of a fundamental change only in lots of 20 Depositary Shares. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the fundamental change dividend make-whole amount (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 5.75% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.

Appears in 1 contract

Samples: Underwriting Agreement (Boeing Co)

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Fundamental Change. If a fundamental change (as defined in the Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateOctober 26, 2018, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in part, into shares of Common Shares Stock at the fundamental change conversion rate (as defined in the Preferred Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date on, and (B) including, the date that is 20 calendar days after such effective date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than October 26, 2018). The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock based on the effective date of the fundamental change and the share stock price (as defined in the Preferred Shares Preliminary Prospectus Supplement) in the fundamental change: May 14October 30, 2015 20.0080 24.0520 25.6080 25.7800 25.6780 25.5840 25.5440 25.5740 25.8300 26.7080 28.3280 29.0280 October 26, 2016 24.3680 27.5920 28.6540 28.3560 28.0080 27.7060 27.4940 27.3820 27.4640 28.1140 29.2080 29.6440 October 26, 2017 29.7380 31.7000 32.2780 31.5020 30.7980 30.1540 29.6660 29.3440 29.2160 29.5720 30.0540 30.2580 October 26, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 36.2840 36.2840 36.2840 36.2840 36.2840 33.3340 30.8800 30.8800 30.8800 30.8800 30.8800 30.8800 The exact share stock price and effective date may not be set forth on the table, in which case: · if the share stock price is between two share stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable; · if the stock price is in excess of $100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement; and · if the stock price is less than $10.00 per share (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above as described in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate, subject to adjustment as described in the Preliminary Prospectus Supplement. The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change: October 30, 2015 1.0004 1.2026 1.2804 1.2890 1.2839 1.2792 1.2772 1.2787 1.2915 1.3354 1.4164 1.4514 October 26, 2016 1.2184 1.3796 1.4327 1.4178 1.4004 1.3853 1.3747 1.3691 1.3732 1.4057 1.4604 1.4822 October 26, 2017 1.4869 1.5850 1.6139 1.5751 1.5399 1.5077 1.4833 1.4672 1.4608 1.4786 1.5027 1.5129 October 26, 2018 1.8142 1.8142 1.8142 1.8142 1.8142 1.6667 1.5440 1.5440 1.5440 1.5440 1.5440 1.5440 The exact stock price and effective date may not be set forth on the table, in which case: · if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Depositary Share set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · if the share stock price is in excess of $50.00 100.00 per share (subject to adjustment in the same manner as the share stock prices set forth in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Depositary Share will be the Minimum Conversion Rate, divided by 20, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share stock price is less than $2.00 10.00 per share (subject to adjustment in the same manner as the share stock prices set forth in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 20, subject to adjustment as described in the Preliminary Prospectus Supplement. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Share will be determined (a) as if Stock, a holder of Depositary Shares may convert its Depositary Shares upon the share price were equal to $2.00 and (b) if occurrence of a fundamental change only in lots of 20 Depositary Shares. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightfundamental change dividend make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event whole amount (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 4.25% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.

Appears in 1 contract

Samples: Underwriting Agreement (Kinder Morgan, Inc.)

Fundamental Change. If a fundamental change Fundamental Change (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateDecember 1, 2027, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part, into Common Shares at during the fundamental change conversion rate Fundamental Change Conversion Period (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) during to convert their shares of the period beginning onMandatory Convertible Preferred Stock, and includingin whole or in part (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), the effective date into shares of Common Stock (or Units of Exchange Property (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date)). The following table sets forth the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share based on the effective date of the fundamental change Stock for each Fundamental Change Stock Price and the share price Fundamental Change Effective Date (each as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) in the fundamental changeset forth below: May 14Fundamental Change Effective Date $4.00 $8.00 $12.00 $15.00 $18.00 $20.55 $23.00 $25.69 $28.00 $30.00 $35.00 $40.00 $50.00 $60.00 December 5, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 2024 2.2272 2.3075 2.2880 2.2228 2.1414 2.0769 2.0261 1.9845 1.9591 1.9432 1.9207 1.9118 1.9081 1.9088 December 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 2025 2.2927 2.3502 2.3485 2.2970 2.2099 2.1303 2.0638 2.0086 1.9758 1.9562 1.9307 1.9224 1.9201 1.9210 December 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 2026 2.3614 2.3912 2.3989 2.3791 2.3041 2.2044 2.1079 2.0266 1.9823 1.9592 1.9368 1.9329 1.9330 1.9336 December 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 2027 2.4331 2.4331 2.4331 2.4331 2.4331 2.4331 2.1739 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 The exact share price Fundamental Change Stock Price and effective date Fundamental Change Effective Date may not be set forth on the table, in which case: · if the share price Fundamental Change Stock Price is between two share prices on Fundamental Change Stock Price amounts in the table or the effective date Fundamental Change Effective Date is between two effective dates on Fundamental Change Effective Dates in the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share Fundamental Change Conversion Rates set forth for the higher and lower share prices Fundamental Change Stock Price amounts and the earlier and later effective datesFundamental Change Effective Dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · if the share price Fundamental Change Stock Price is in excess of $50.00 60.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share price Fundamental Change Stock Price is less than $2.00 4.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined (a) as if the share price were equal to $2.00 and (b) if Maximum Conversion Rate. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightFundamental Change Dividend Make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event Whole Amount (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 6.50% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.

Appears in 1 contract

Samples: Underwriting Agreement (PACIFIC GAS & ELECTRIC Co)

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