Make-Whole Fundamental Change. Section 10.14(b) of the Base Indenture is amended and restated as follows:
Make-Whole Fundamental Change. Subject to the terms and conditions of the Indenture, if a Make-Whole Fundamental Change occurs and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock in accordance with Section 6.08 and Schedule A of the Indenture.
Make-Whole Fundamental Change. (a) If a Make-Whole Fundamental Change occurs, the Effective Date of which is on or prior to March 15, 2047, and a Holder elects to convert Debentures in connection with such Make-Whole Fundamental Change, the Company shall increase the applicable Conversion Rate for the Debentures surrendered for conversion by a number of additional shares of the Company’s Common Stock (the “Additional Shares”) determined as set forth in clause (e) below. A conversion of Debentures shall be deemed to be “in connection with” a Make-Whole Fundamental Change if the notice of conversion of the Debentures is received by the conversion agent from and including the Effective Date of the Make-Whole Fundamental Change transaction up to and including the date that is 35 days after such date, unless such transaction is also a Fundamental Change, the Holder specifies in the notice of conversion that such conversion is being made pursuant to the exercise of the Fundamental Change Option and the conversion takes place during the Fundamental Change Option Period.
Make-Whole Fundamental Change. If the Company undergoes a “make-whole fundamental change,” holders will have the option to convert their notes into common shares at the conversion rate plus an additional number of shares as set forth below to be received per $1,000 principal amount of notes: Effective Date 14.24 16.00 18.00 20.00 25.00 30.00 35.00 40.00 45.00 50.00 60.00 75.00 100.00 7/22/2011 6.2056 3.4491 0.7281 .7845 .8587 .3170 .4091 .8249 .4210 .1259 .7216 .3522 .0047 7/15/2012 6.2056 3.1576 0.2863 .2688 .3179 .8316 .9901 .4645 .1088 .8522 .5034 .1849 .8830 7/15/2013 6.2056 2.6514 .5921 .4936 .5508 .1702 .4355 .9973 .7091 .5042 .2271 .9720 .7267 7/15/2014 6.2056 1.8193 .5047 .3146 .4628 .2854 .7253 .4154 .2186 .0796 .8891 .7086 .5311 7/15/2015 6.2056 0.4405 .6975 .4076 .8967 .1485 .8752 .7384 .6494 .5826 .4849 .3879 .2909 7/15/2016 6.2056 .4810 .5366 .0000 .0000 .0000 .0000 .0000 .0000 .0000 .0000 .0000 .0000 The exact share prices and effective dates may not be set forth in the table above, in which case the following shall apply: • If the share price is between two share 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 will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower share prices and the earlier and later effective dates, as applicable, based on a 365-day year; • If the share price is greater than $100.00 per share (subject to adjustment in the same manner as the share prices set forth in the column headings in the table above), no additional shares will be added to the conversion rate; and • If the share price is less than $14.24 per share (subject to adjustment in the same manner as the share prices set forth in the column headings in the table above), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of our common stock issuable upon conversion of the notes exceed 70.2246 shares of our common stock per $1,000 principal amount of notes, subject to adjustments in the same manner as the conversion rate as set forth above under “— Conversion Rate Adjustments.” Schedule II Trade Date: July 19, 2011 Settlement Date: July 22, 2011 (T+3) Distribution: Rule 144A CUSIP/ISIN Numbers: Rule 144A: 29257M AD2/US29257MAD20 Initial Purchasers: Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Revised Capitalization...
Make-Whole Fundamental Change a) If, at any time while any Warrant is outstanding, a Make-Whole Fundamental Change (as defined below) has occurred, and the Holder elects to exercise such Warrant in connection with such Make-Whole Fundamental Change, the Company shall reduce the Exercise Price by an amount (the “Exercise Price Reduction”), and increase the number of Warrant Shares, as described in this Section 2J (the “Make-Whole Adjustment”). An exercise of a Warrant shall be deemed for the purposes of this Section
Make-Whole Fundamental Change. As a result of the reverse stock split effective January 27, 2023, Section 4(e)(i) of each Purchased Third Option Note shall be amended and restated in its entirety as follows.
Make-Whole Fundamental Change. If a Make-Whole Fundamental Change occurs pursuant to clause (A) of the definition thereof, then, promptly and in no event later than the Business Day immediately after the Make-Whole Fundamental Change Effective Date with respect to such Make-Whole Fundamental Change, the Company will notify the Holders of the occurrence of such Make-Whole Fundamental Change and of such Make-Whole Fundamental Change Effective Date, briefly stating the circumstances under which the Conversion Rate will be increased pursuant to this Section 5.07 in connection with such Make-Whole Fundamental Change. The Company will notify the Holders, the Trustee and the Conversion Agent of each Make-Whole Fundamental Change occurring pursuant to clause (B) of the definition thereof in accordance with Section 4.03(F).
Make-Whole Fundamental Change. (1) If a Make-Whole Fundamental Change occurs and the Conversion Date for the conversion of a Note occurs during the related Make- Whole Fundamental Change Conversion Period, then, subject to this Section 2.8, the Conversion Rate applicable to such conversion will be increased by a number of shares (the “Additional Shares”) set forth in the table below corresponding (after interpolation as provided in, and subject to, the provisions below) to the Make-Whole Fundamental Change Effective Date and the Stock Price of such Make-Whole Fundamental Change: Make-Whole Fundamental Change Effective Date Stock Price $0.2272 $0.2300 $0.2400 $0.2500 $0.2600 $0.2700 $0.2800 $0.2900 $0.3000 $0.3200 $0.3500 $0.4000 $0.4500 $0.5000 December 30, 2022 ................. 706.0690 710.8696 635.7083 568.8400 509.1923 455.8889 408.1429 365.2759 326.7333 260.6875 183.6857 96.7750 43.7556 13.0000 December 30, 2023 ................. 706.0690 710.8696 630.5000 558.2000 494.1154 437.2963 386.7857 341.8621 301.9000 234.4688 158.2286 76.6250 30.6889 7.0000 December 30, 2024 ................. 706.0690 710.8696 625.0417 541.1200 465.8846 398.3333 337.6429 283.0690 234.1000 151.2500 60.7429 0.0000 0.0000 0.0000 December 30, 2025 ................. 706.0690 710.8696 625.0417 541.1200 465.8846 398.3333 337.6429 283.0690 234.1000 151.2500 60.7429 0.0000 0.0000 0.0000 December 30, 2026 ................. 706.0690 710.8696 625.0417 535.4000 452.2308 379.8519 316.6786 261.5517 213.3667 134.7813 53.0571 0.0000 0.0000 0.0000 December 30, 2027 ................. 706.0690 680.0000 498.8333 332.1600 178.3077 35.8519 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 If such Make-Whole Fundamental Change Effective Date or Stock Price is not set forth in the table above, then:
Make-Whole Fundamental Change. The term “
Make-Whole Fundamental Change. The occurrence of a Make-Whole Fundamental Change (as defined in the Convertible Notes) shall constitute an Extraordinary Event for purposes of this Section 9. Consequences of Merger Events, Tender Offers and Make-Whole Fundamental Changes: Notwithstanding Section 12.2 or Section 12.3 of the Definitions, upon the occurrence of a Merger Event, a Tender Offer or a Make-Whole Fundamental Change, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Convertible Notes to any one or more of the nature of the Shares, the Lower Strike Price, the Upper Strike Price, the Lower Cap Price, the Upper Cap Price and the Unit Entitlement (including any adjustment to the Conversion Rate for the issuance of additional shares as set forth in Section 4 of the Convertible Notes); provided that (i) upon the occurrence of a Merger Event, Tender Offer or Make-Whole Fundamental Change, the Calculation Agent may make any adjustment consistent with the Modified Calculation Agent Adjustment set forth in Section 12.2(e) or Section 12.3(d), as applicable, of the Definitions to the Lower Cap Price, the Upper Cap Price or any other variable relevant to the exercise, settlement or payment for the Transaction to preserve the Average Fair Value (as defined below) of such Transaction to Counterparty and GM that would have existed had such event not occurred, (ii) with respect to a Tender Offer, adjustments to the Conversion Rate shall not be subject to Section 3(k)(i) of the Convertible Notes and any adjustment to the Conversion Rate under the Convertible Notes that would have applied but for such section shall adjust the Conversion Rate for purposes hereof, (iii) any adjustment to the Lower Cap Price shall, in no event, result in the Lower Cap Price being less than the Lower Strike Price, and (iv) any adjustment to the Upper Cap Price shall, in no event, result in the Upper Cap Price being less than the Upper Strike Price.
