Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes. (b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of 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 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 equal an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase in the Conversion Rate required by 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) of the Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”). (c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 5, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 March 15, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 0.0000 March 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 0.0000 0.0000 March 15, 2028 0.1098 0.0606 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or 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 Effective Date is between two 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 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 $5,050.00 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 $1,820.83 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 0.5492 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 (Cable One, Inc.)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of 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 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 equal an amount of cash per $1,000 principal amount of converted Notes equal to (i) the Conversion Rate (including any increase in the Conversion Rate required by 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) of the Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 5, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 0.0852 0.0582 0.0373 0.0227 0.0120 0.0053 0.0017 0.0002 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 0.0849 0.0567 0.0354 0.0208 0.0104 0.0042 0.0011 0.0000 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 0.0830 0.0536 0.0320 0.0177 0.0081 0.0028 0.0005 0.0000 March 15, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 0.0794 0.0484 0.0266 0.0132 0.0050 0.0012 0.0000 0.0000 March 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 0.0000 March 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 0.0728 0.0387 0.0174 0.0066 0.0015 0.0001 0.0000 0.0000 March 15, 2028 2026 0.1098 0.0606 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or 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 Effective Date is between two 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 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 $5,050.00 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 $1,820.83 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 0.5492 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 (Cable One, Inc.)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Business Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company shall increase the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less fewer than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of 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 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 equal 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 in the Conversion Rate required by 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 Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(xi) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 5April 9, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 March 5.2355 3.9465 2.9671 2.1983 1.5035 1.1008 0.7989 0.3741 0.1791 0.0835 0.0353 0.0117 April 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 March 5.2355 3.7920 2.7895 2.0151 1.3309 0.9447 0.6627 0.2836 0.1222 0.0493 0.0162 0.0028 April 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 March 5.2355 3.5760 2.5472 1.7716 1.1090 0.7504 0.4993 0.1850 0.0662 0.0196 0.0028 0.0000 April 15, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 5.2355 3.2929 2.2226 1.4480 0.8257 0.5133 0.3108 0.0882 0.0209 0.0018 0.0000 0.0000 April 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 5.2355 2.8713 1.7184 0.9610 0.4398 0.2249 0.1095 0.0151 0.0001 0.0000 0.0000 0.0000 April 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 0.0000 March 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 5.2355 2.0725 0.0000 0.0000 March 15, 2028 0.1098 0.0606 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or 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 Effective Date is between two 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 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 $5,050.00 225.00 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 $1,820.83 46.85 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 0.5492 21.3447 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 (Verint Systems Inc)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (i) a Make-Whole Fundamental Change that would have been a Fundamental Change but for (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion ProvisionsProvisions and (ii) any Event of Default described in Section 6.01(j), the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company shall increase the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Redemption, the Company shall, at its option, shall 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 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 equal 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 in the Conversion Rate required by 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 Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(xi) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 512, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 3.1746 2.1555 1.5067 1.0551 0.7527 0.5197 0.3375 0.1997 0.1045 0.0448 0.0127 0.0000 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 3.1746 2.1094 1.4421 0.9853 0.6850 0.4586 0.2861 0.1600 0.0767 0.0280 0.0051 0.0000 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 3.1746 2.0267 1.3399 0.8810 0.5882 0.3746 0.2188 0.1110 0.0452 0.0115 0.0003 0.0000 March 15, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 0.0000 March 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 3.1746 1.9042 1.1887 0.7306 0.4535 0.2637 0.1359 0.0565 0.0155 0.0008 0.0000 0.0000 March 15, 2028 0.1098 0.0606 2025 3.1746 1.7030 0.9344 0.4893 0.2545 0.1181 0.0433 0.0090 0.0000 0.0000 0.0000 0.0000 March 15, 2026 3.1746 1.3228 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 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 Effective Date is between two 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 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 $5,050.00 450.00 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 Rate; and
(iii) if the Stock Price is less than $1,820.83 90.00 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 0.5492 11.1111 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 (Itron, Inc.)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (i) a Make-Whole Fundamental Change that would have been a Fundamental Change but for (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion ProvisionsProvisions and (ii) any Event of Default described in Section 6.01(j), the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company shall increase the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemptionRedemption, and not of Notes not called (and not deemed called) for redemptionRedemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Redemption, the Company shall, at its option, shall 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 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 equal 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 in the Conversion Rate required by 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 Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(xi) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 5, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 March 15June 21, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 2.0954 1.4993 1.2217 0.8877 0.6416 0.4183 0.2149 0.1144 0.0605 0.0302 0.0129 0.0036 0.0000 July 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 2.0954 1.4993 1.2217 0.8791 0.6231 0.3960 0.1957 0.1007 0.0514 0.0245 0.0097 0.0022 0.0000 July 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 2.0954 1.4993 1.1977 0.8314 0.5724 0.3498 0.1630 0.0794 0.0382 0.0168 0.0058 0.0021 0.0005 0.0008 0.0000 March July 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 2.0954 1.4523 1.1230 0.7473 0.4916 0.2828 0.1204 0.0541 0.0236 0.0088 0.0020 0.0000 0.0000 March July 15, 2028 0.1098 0.0606 2.0954 1.3473 0.9983 0.6168 0.3744 0.1940 0.0718 0.0288 0.0108 0.0028 0.0001 0.0000 0.0000 July 15, 2029 2.0954 1.1503 0.7727 0.3995 0.2006 0.0838 0.0256 0.0093 0.0027 0.0001 0.0000 0.0000 0.0000 July 15, 2030 2.0954 0.7135 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 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 Effective Date is between two 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 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 $5,050.00 550.00 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 $1,820.83 102.93 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 0.5492 9.7153 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 (Itron, Inc.)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company shall increase the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of 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 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 equal 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 in the Conversion Rate required by 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 Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(xi) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 525, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 4.8706 3.9115 3.3147 2.2675 1.3492 1.1190 0.6860 0.3567 0.1833 0.0892 0.0124 0.0000 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 4.8706 3.8225 3.2054 2.1348 1.2176 0.9931 0.5806 0.2805 0.1314 0.0559 0.0032 0.0000 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 March 15, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 0.0000 March 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 4.8706 3.6897 3.0473 1.9501 1.0426 0.8286 0.4494 0.1925 0.0765 0.0245 0.0000 0.0000 March 15, 2028 0.1098 0.0606 2024 4.8706 3.5252 2.8407 1.7001 0.8118 0.6161 0.2921 0.0995 0.0273 0.0032 0.0000 0.0000 March 15, 2025 4.8706 3.3212 2.5481 1.3158 0.4815 0.3275 0.1117 0.0193 0.0002 0.0000 0.0000 0.0000 March 15, 2026 4.8706 3.2078 2.1090 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Price or 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 Effective Date is between two 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 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 $5,050.00 300.00 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 Rate; and
(iii) if the Stock Price is less than $1,820.83 58.66 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 0.5492 17.0473 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 (MACOM Technology Solutions Holdings, Inc.)
Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change or Notice of Redemption. (a) (i) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or (ii) if the Company delivers a Notice of Redemption with respect to any or all of the Notes pursuant to Article 16 and, in either case, a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change or Notice of Redemption, the Company shall, under the circumstances described in this Section 14.03, increase the Conversion Rate for the Notes so surrendered for conversion will, under certain circumstances, be increased 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 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 (x) the proviso in clause (b) of the definition thereof or (y) the Adequate Cash Conversion Provisions, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). A conversion of Notes called for Redemption pursuant to Section 16.01 shall be deemed for these purposes to be “in connection with” a Notice of Redemption if the relevant Conversion Date occurs during the period from the open of business on the Redemption Notice Date to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price. For the avoidance of doubt, the Company shall increase the Conversion Rate will be increased pursuant to this Section 14.03 in connection with a Notice of Redemption only with respect to conversions of Notes called (or deemed called, as provided in Section 14.01(b)(v)(B)) for redemption, and not of Notes not called for redemption. Accordingly, if the Company elects to redeem less than all of the outstanding Notes pursuant to Article 16, Holders of Notes not called for Redemption shall not be entitled to an increased Conversion Rate for conversions of such Notes.
(b) Upon surrender of Notes for conversion in connection with a Make-Whole Fundamental Change or a Notice of Redemption, the Company shallshall pay or deliver, at its optionas the case may be, satisfy its Conversion Obligation by Physical Settlement, Cash the Settlement or Combination Settlement Amount due in respect of such Notes 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 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 equal 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 in the Conversion Rate required by 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 Effective Date of any Make-Whole Fundamental Change and, no later than five Business Days after such Effective Date, issue a press release announcing such Effective Date, disclose the Effective Date in a Current Report on Form 8-K or post the Effective Date on the Company’s website (the “Make-Whole Fundamental Change Company Notice”).
(c) The number of Additional Shares, if any, by which the Conversion Rate shall be increased shall be determined by reference to the table below, based on (i)(xi) (x) in the case of a Make-Whole Fundamental Change, the date on which the Make-Whole Fundamental Change occurs or becomes effective or, (y) in the case of a Redemption, the Redemption Notice Date (in each case, as applicable, the “Effective Date”) and (ii)(x) 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 provided for in Section 14.03(c), or, (y) in the case of a Redemption, the Redemption Reference Price (in each case, as applicable, 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 of the Common Stock over the five Trading Day period ending on, and including, the Trading Day immediately preceding the 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 Effective Date set forth below: March 5, 2021 0.1098 0.0875 0.0626 0.0429 0.0287 0.0175 0.0100 0.0051 0.0021 March 15, 2022 0.1098 0.0862 0.0607 0.0409 0.0268 0.0160 0.0087 0.0043 0.0016 March 15, 2023 0.1098 0.0841 0.0581 0.0382 0.0243 0.0140 0.0073 0.0033 0.0011 March 15Effective date $136.49 $149.00 $162.00 $174.03 $200.00 $226.23 $250.00 $275.00 $300.00 $350.00 $400.00 $500.00 $600.00 $700.00 December 19, 2024 0.1098 0.0819 0.0550 0.0350 0.0214 0.0117 0.0057 0.0023 0.0006 March 1.5802 1.2948 1.0620 0.8903 0.6194 0.4383 0.3246 0.2391 0.1773 0.0985 0.0543 0.0144 0.0020 0.0000 December 15, 2025 0.1098 0.0794 0.0513 0.0310 0.0179 0.0090 0.0040 0.0014 0.0002 March 1.5802 1.2948 1.0620 0.8873 0.6018 0.4146 0.2995 0.2147 0.1548 0.0809 0.0415 0.0087 0.0005 0.0000 December 15, 2026 0.1098 0.0757 0.0456 0.0252 0.0131 0.0058 0.0021 0.0005 1.5802 1.2948 1.0491 0.8543 0.5567 0.3675 0.2550 0.1749 0.1204 0.0567 0.0255 0.0031 0.0000 March 0.0000 December 15, 2027 0.1098 0.0690 0.0354 0.0157 0.0065 0.0022 0.0005 1.5802 1.2782 0.9863 0.7789 0.4725 0.2887 0.1861 0.1177 0.0742 0.0284 0.0094 0.0000 0.0000 March 0.0000 December 15, 2028 0.1098 0.0606 1.5802 1.1709 0.8431 0.6198 0.3164 0.1601 0.0862 0.0445 0.0223 0.0044 0.0002 0.0000 0.0000 0.0000 December 15, 2029 1.5802 0.9651 0.4265 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 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 Effective Date is between two 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 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 $5,050.00 700.00 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 $1,820.83 136.49 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 0.5492 7.3265 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 (MACOM Technology Solutions Holdings, Inc.)