Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Tax Redemption. (a) If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Tax Redemption prior to July 1, 2024 and, in either case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (A) the proviso in clause (b) of the definition thereof or (B) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change). A conversion of Notes will be deemed for these purposes to be “in connection with” such Notice of Tax Redemption if the relevant Notice of Conversion of the Notes (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. (b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided, however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Event Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase to reflect the Additional Shares as described in this Section 14.03), multiplied by (ii) such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Event Effective Date, (A) issue a press release announcing such Event Effective Date or disclose the Event Effective Date in a Current Report on Form 8-K and (B) post the Event Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). If a conversion of Notes in connection with a Tax Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Event Effective Date of the relevant Tax Redemption or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03. (c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased in connection Make-Whole Fundamental Change or Notice of Tax Redemption shall be determined by reference to the table below, based on: (i) in the case of a Make-Whole Fundamental Change the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption, the date of the Notice of Tax Redemption (the “Event Effective Date”) and (ii) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph or, in the case of a Tax Redemption, the average of the Last Reported Sale Prices per share of Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption, as the case may be (in each case, the “Stock Price”). If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices per share of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period. (d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04. (e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Event Effective Date set forth below: August 15, 2022 25.0000 25.0000 25.0000 21.5520 18.1175 15.4432 11.6333 8.6367 6.7373 4.5635 3.4015 2.6911 2.2129 1.2336 0.7894 October 1, 2023 25.0000 25.0000 19.5318 15.1954 12.0484 9.7333 6.7019 4.6042 3.4388 2.2793 1.7252 1.3957 1.1707 0.6810 0.4427 October 1, 2024 25.0000 11.1111 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or Event Effective Date may not be set forth in the table above, in which case: (i) if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be; (ii) if the Stock Price is greater than $80.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion Rate; and (iii) if the Stock Price is less than $8.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 125.0000 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04. (f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.
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Samples: Indenture (Carnival PLC)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Tax Redemption. (a) If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Tax Redemption prior to July 1, 2024 and, in either case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (A) the proviso in clause (b) of the definition thereof or (B) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change). A conversion of Notes will be deemed for these purposes to be “in connection with” such Notice of Tax Redemption if the relevant Notice of Conversion of the Notes (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays we pay the Redemption Price.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided, however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Event Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase to reflect the Additional Shares as described in this Section 14.03), multiplied by (ii) such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Event Effective Date, (A) issue a press release announcing such Event Effective Date or disclose the Event Effective Date in a Current Report on Form 8-K and (B) post the Event Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). If a conversion of Notes in connection with a Tax Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Event Effective Date of the relevant Tax Redemption or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03.
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased in connection Make-Whole Fundamental Change or Notice of Tax Redemption shall be determined by reference to the table below, based on:
(i) in the case of a Make-Whole Fundamental Change the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption, the date of the Notice of Tax Redemption (the “Event Effective Date”) and
(ii) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph or, in the case of a Tax Redemption, the average of the Last Reported Sale Prices per share of Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption, as the case may be (in each case, the “Stock Price”). If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices per share of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period.
(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.
(e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Event Effective Date set forth below: August 5, 2022 7.9830 6.5518 5.3113 4.3921 3.4126 2.8257 2.2567 1.7307 1.1276 0.7506 0.5521 0.3803 August 15, 2022 25.0000 25.0000 25.0000 21.5520 18.1175 15.4432 11.6333 8.6367 6.7373 4.5635 3.4015 2.6911 2.2129 1.2336 0.7894 October 1, 2023 25.0000 25.0000 19.5318 15.1954 12.0484 9.7333 6.7019 4.6042 3.4388 2.2793 1.7252 1.3957 1.1707 0.6810 0.4427 October 17.9830 6.0783 4.6829 3.6892 2.6893 2.1322 1.6328 1.2141 0.7823 0.5241 0.3870 0.2673 August 15, 2024 25.0000 11.1111 0.0000 0.0000 0.0000 0.0000 7.9830 5.4538 3.7807 2.6653 1.6664 1.1958 0.8471 0.6124 0.4036 0.2742 0.2030 0.1405 August 15, 2025 7.9830 5.0423 2.2644 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or Event Effective Date may not be set forth in the table above, in which case:
(i) if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;
(ii) if the Stock Price is greater than $80.00 300.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased; and
(iii) if the Stock Price is less than $8.00 35.79 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 125.0000 27.9407 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.
(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.
Appears in 1 contract
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Tax Redemption. (a) If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Tax Redemption prior to July 1, 2024 and, in either case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (A) the proviso in clause (b) of the definition thereof or (B) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change). A conversion of Notes will be deemed for these purposes to be “in connection with” such Notice of Tax Redemption if the relevant Notice of Conversion of the Notes (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays we pay the Redemption Price.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided, however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Event Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase to reflect the Additional Shares as described in this Section 14.03), multiplied by (ii) such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Event Effective Date, (A) issue a press release announcing such Event Effective Date or disclose the Event Effective Date in a Current Report on Form 8-K and (B) post the Event Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). If a conversion of Notes in connection with a Tax Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Event Effective Date of the relevant Tax Redemption or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03.
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased in connection Make-Whole Fundamental Change or Notice of Tax Redemption shall be determined by reference to the table below, based on:
(i) in the case of a Make-Whole Fundamental Change the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption, the date of the Notice of Tax Redemption (the “Event Effective Date”) and
(ii) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph or, in the case of a Tax Redemption, the average of the Last Reported Sale Prices per share of Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption, as the case may be (in each case, the “Stock Price”). If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices per share of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period.
(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.
(e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Event Effective Date set forth below: August $ 60.00 $ 65.00 $ 70.00 $ 82.50 $ 90.00 $ 100.00 $ 110.00 $ 120.00 $ 150.00 $ 200.00 $ 250.00 $ 350.00 $ 450.00 October 16, 2020 4.5454 3.9235 3.4139 2.4841 2.0899 1.6901 1.3921 1.1651 0.7395 0.4191 0.2750 0.1472 0.0900 November 15, 2021 4.5454 3.8074 3.2299 2.2061 1.7889 1.3809 1.0898 0.8778 0.5107 0.2711 0.1763 0.0968 0.0606 November 15, 2022 25.0000 25.0000 25.0000 21.5520 18.1175 15.4432 11.6333 8.6367 6.7373 4.5635 3.4015 2.6911 2.2129 1.2336 0.7894 October 14.5454 3.5537 2.8676 1.7105 1.2758 0.8837 0.6316 0.4672 0.2322 0.1201 0.0824 0.0488 0.0313 November 15, 2023 25.0000 25.0000 19.5318 15.1954 12.0484 9.7333 6.7019 4.6042 3.4388 2.2793 1.7252 1.3957 1.1707 0.6810 0.4427 October 1, 2024 25.0000 11.1111 0.0000 0.0000 0.0000 4.5454 3.2634 2.1646 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or Event Effective Date may not be set forth in the table above, in which case:
(i) if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;
(ii) if the Stock Price is greater than $80.00 450.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased; and
(iii) if the Stock Price is less than $8.00 60.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 125.0000 16.6666 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.
(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.
Appears in 1 contract
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Tax Redemption. (a) If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Tax Redemption prior to July January 1, 2024 2023 and, in either case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (A) the proviso in clause (b) of the definition thereof or (B) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change). A conversion of Notes will be deemed for these purposes to be “in connection with” such Notice of Tax Redemption if the relevant Notice of Conversion of the Notes (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays we pay the Redemption Price.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided, however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Event Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase to reflect the Additional Shares as described in this Section 14.03), multiplied by (ii) such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Event Effective Date, (A) issue a press release announcing such Event Effective Date or disclose the Event Effective Date in a Current Report on Form 8-K and (B) post the Event Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). If a conversion of Notes in connection with a Tax Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Event Effective Date of the relevant Tax Redemption or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03.
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased in connection Make-Whole Fundamental Change or Notice of Tax Redemption shall be determined by reference to the table below, based on:
(i) in the case of a Make-Whole Fundamental Change the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption, the date of the Notice of Tax Redemption (the “Event Effective Date”) and
(ii) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph or, in the case of a Tax Redemption, the average of the Last Reported Sale Prices per share of Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption, as the case may be (in each case, the “Stock Price”). If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices per share of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period.
(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.
(e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Event Effective Date set forth below: August 15April 6, 2020 25.0000 20.9011 17.1030 14.3264 12.2433 10.6408 8.3693 6.5503 5.3420 3.8228 2.8880 2.2437 1.7680 0.6783 0.1344 April 1, 2021 25.0000 18.9889 14.8260 11.9218 9.8458 8.3277 6.3147 4.8371 3.9195 2.8176 2.1527 1.6937 1.3540 0.5690 0.1344 April 1, 2022 25.0000 25.0000 25.0000 21.5520 18.1175 15.4432 11.6333 8.6367 6.7373 4.5635 3.4015 2.6911 2.2129 1.2336 0.7894 October 16.0678 11.2340 8.1564 6.1833 4.9008 3.4533 2.5817 2.1010 1.5416 1.1957 0.9523 0.7705 0.3463 0.1344 April 1, 2023 25.0000 25.0000 19.5318 15.1954 12.0484 9.7333 6.7019 4.6042 3.4388 2.2793 1.7252 1.3957 1.1707 0.6810 0.4427 October 1, 2024 25.0000 11.1111 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or Event Effective Date may not be set forth in the table above, in which case:
(i) if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;
(ii) if the Stock Price is greater than $80.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $8.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 125.0000 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.
(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or a Tax Redemption. (a) If (i) the Event Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) the Company delivers a Notice of Tax Redemption prior to July 1, 2024 and, in either case a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described in this Section 14.03. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the Event Effective Date of the Make-Whole Fundamental Change to the close of business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for (A) the proviso in clause (b) of the definition thereof or (B) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Event Effective Date of such Make-Whole Fundamental Change). A conversion of Notes will be deemed for these purposes to be “in connection with” such Notice of Tax Redemption if the relevant Notice of Conversion of the Notes (or, in the case of a Global Note, the relevant notice of conversion in accordance with the Applicable Procedures) is received by the Conversion Agent during the period from the open of business on the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays we pay the Redemption Price.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or Notice of Tax Redemption, the Company shall, at its option, satisfy its Conversion Obligation by Physical Settlement, Cash Settlement or Combination Settlement in accordance with Section 14.02 (after giving effect to any increase in the Conversion Rate required by this Section 14.03); provided, however, that, if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change is composed entirely of cash, for any conversion of Notes following the Event Effective Date of such Make-Whole Fundamental Change, the Conversion Obligation shall be calculated based solely on the Stock Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase to reflect the Additional Shares as described in this Section 14.03), multiplied by (ii) such Stock Price. In such event, the Conversion Obligation shall be determined and paid to Holders in cash on the second Business Day following the Conversion Date. The Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) in writing of the Event Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Event Effective Date, (A) issue a press release announcing such Event Effective Date or disclose the Event Effective Date in a Current Report on Form 8-K and (B) post the Event Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). If a conversion of Notes in connection with a Tax Redemption would also be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be converted will be entitled to a single increase to the Conversion Rate with respect to the first to occur of the Event Effective Date of the relevant Tax Redemption or the Make-Whole Fundamental Change, as applicable, and the later event will be deemed not to have occurred for purposes of this Section 14.03.
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased in connection Make-Whole Fundamental Change or Notice of Tax Redemption shall be determined by reference to the table below, based on:
(i) in the case of a Make-Whole Fundamental Change the date on which the Make-Whole Fundamental Change occurs or becomes effective or, in the case of a Tax Redemption, the date of the Notice of Tax Redemption (the “Event Effective Date”) and
(ii) in the case of a Make-Whole Fundamental Change, the price paid (or deemed to be paid) per share of the Common Stock in the Make-Whole Fundamental Change, as described in the succeeding paragraph or, in the case of a Tax Redemption, the average of the Last Reported Sale Prices per share of Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the date of such Notice of Tax Redemption, as the case may be (in each case, the “Stock Price”). If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices per share of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Event Effective Date of the Make-Whole Fundamental Change. The Board of Directors shall make appropriate adjustments to the Stock Price, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs, during such five Trading Day period.
(d) The Stock Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Conversion Rate is otherwise adjusted. The adjusted Stock Prices shall equal (i) the Stock Prices applicable immediately prior to such adjustment, multiplied by (ii) a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in the table below shall be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 14.04.
(e) The following table sets forth the number of Additional Shares by which the Conversion Rate shall be increased per $1,000 principal amount of Notes pursuant to this Section 14.03 for each Stock Price and Event Effective Date set forth below: August $ 57.69 $ 65.00 $ 72.11 $ 80.00 $ 90.00 $ 100.00 $ 120.00 $ 140.00 $ 160.00 $ 180.00 $ 200.00 $ 250.00 $ 300.00 $ 350.00 June 9, 2020 3.4668 2.8138 2.2405 1.7799 1.3696 1.0835 0.7234 0.5133 0.3783 0.2847 0.2160 0.1041 0.0380 0.0000 June 15, 2021 3.4668 2.6315 2.0073 1.5251 1.1170 0.8491 0.5382 0.3735 0.2745 0.2083 0.1605 0.0818 0.0326 0.0000 June 15, 2022 25.0000 25.0000 25.0000 21.5520 18.1175 15.4432 11.6333 8.6367 6.7373 4.5635 3.4015 2.6911 2.2129 1.2336 0.7894 October 13.4668 2.2914 1.5831 1.0788 0.6989 0.4833 0.2780 0.1903 0.1428 0.1116 0.0887 0.0493 0.0237 0.0000 June 15, 2023 25.0000 25.0000 19.5318 15.1954 12.0484 9.7333 6.7019 4.6042 3.4388 2.2793 1.7252 1.3957 1.1707 0.6810 0.4427 October 1, 2024 25.0000 11.1111 0.0000 3.4668 1.5174 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or Event Effective Date may not be set forth in the table above, in which case:
(i) if the Stock Price is between two Stock Prices in the table or the Event Effective Date is between two Event Effective Dates in the table, the number of Additional Shares by which the Conversion Rate shall be increased shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Event Effective Dates in the table above, as applicable, based on a 365- or 366-day year, as the case may be;
(ii) if the Stock Price is greater than $80.00 350.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased; and
(iii) if the Stock Price is less than $8.00 57.69 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above), no Additional Shares shall be added to the Conversion RateRate shall not be increased. Notwithstanding the foregoing, in no event shall the Conversion Rate per $1,000 principal amount of Notes exceed 125.0000 17.3340 shares of Common Stock, subject to adjustment in the same manner as the Conversion Rate pursuant to Section 14.04.
(f) Nothing in this Section 14.03 shall prevent an adjustment to the Conversion Rate pursuant to Section 14.04 in respect of a Make-Whole Fundamental Change.
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