Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who exchange their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Rate for such Notes. An exchange of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Exchange delivered pursuant to Section 12.03(a) is received by the Exchange Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date. The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchange. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium shall be determined by reference to the table set forth in Section 12.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date. (b) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: The exact Stock Prices and Make-Whole Fundamental Change Effective Dates may not be set forth in the table above, in which case:
Appears in 1 contract
Samples: Indenture (Cenveo, Inc)
Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurredoccurred on or before November 1, 2015, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who exchange convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Conversion Rate for such Notes. An exchange 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 Exchange Conversion delivered pursuant to Section 12.03(a13.03(a) is received by the Exchange Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that is not a Fundamental Change, before the 45th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchangeconversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium shall be determined by reference to the table set forth in Section 12.02(b13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.
(b) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b13.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: November 1, 2010 6.6150 5.8369 4.5825 3.6750 3.0026 2.4935 1.7929 1.3498 1.0538 0.8465 0.5353 0.3880 0.2899 November 1, 2011 6.6150 5.8224 4.5236 3.5521 2.8431 2.3156 1.6075 1.1758 0.8973 0.7087 0.4364 0.2932 0.2131 November 1, 2012 6.6150 5.8078 4.3343 3.3007 2.5626 2.0263 1.3339 0.9341 0.6893 0.5314 0.3228 0.2245 0.1649 November 1, 2013 6.6150 5.5681 3.9666 2.8746 2.1221 1.5979 0.9647 0.6342 0.4501 0.3397 0.2113 0.1502 0.1120 November 1, 2014 6.6150 5.0390 3.2563 2.1084 1.3806 0.9236 0.4582 0.2700 0.1912 0.1527 0.1049 0.0786 0.0604 November 1, 2015 6.6150 4.6463 1.8685 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Make-Whole Fundamental Change Effective Dates 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 above or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table above, the Make-Whole Fundamental Change Premiums shall be determined by a straight-line interpolation between the Make-Whole Fundamental Change Premiums set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Fundamental Change Effective Dates, as applicable, based on a 365-day year;
(ii) if the Stock Price is greater than $175.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $37.08 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate.
(c) The Stock Prices set forth in the first row of the table above in Section 13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Make-Whole Fundamental Change Premiums set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.07 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium.
(d) The Company, or, at the written request of the Company, the Trustee, shall mail written notice of the anticipated Make-Whole Fundamental Change Effective Date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as promptly as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”).
(e) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 26.9687 per $1,000 principal amount as a result of this Section 13.02, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.07 hereof.
(f) The Make-Whole Fundamental Change Premium shall be delivered upon the settlement date for the conversion.
Appears in 1 contract
Samples: Indenture (Digital River Inc /De)
Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who exchange convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Conversion Rate for such Notes. An exchange 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 Exchange Conversion delivered pursuant to Section 12.03(a13.03(a) is received by the Exchange Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchangeconversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 12.02(b13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders Holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.
(b) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b13.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: February 1, 2017 6.2337 3.6281 2.8641 1.8413 1.2759 0.7415 0.4526 0.2603 0.1344 0.0562 0.0139 — February 1, 2018 6.2337 3.6171 2.8557 1.8329 1.2559 0.7167 0.4292 0.2405 0.1193 0.0460 0.0088 — February 1, 2019 6.2337 3.6012 2.8421 1.7921 1.2080 0.6705 0.3895 0.2093 0.0966 0.0319 0.0030 — February 1, 2020 6.2337 3.5943 2.8078 1.7059 1.1214 0.5957 0.3291 0.1641 0.0661 0.0152 — — February 1, 2021 6.2337 3.5385 2.6654 1.5512 0.9777 0.4817 0.2430 0.1041 0.0300 0.0013 — — February 1, 2022 6.2337 3.2874 2.3896 1.2837 0.7462 0.3144 0.1280 0.0346 0.0010 — — — February 1, 2023 6.2337 2.7308 1.8200 0.7930 0.3649 0.0882 0.0089 — — — — — The exact Stock Prices and Make-Whole Fundamental Change Effective Dates 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 above or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table above, the Make-Whole Fundamental Change Premiums shall be determined by a straight-line interpolation between the Make-Whole Fundamental Change Premiums set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Fundamental Change Effective Dates, as applicable, based on a 365-day year;
(ii) if the Stock Price is greater than $150.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $43.75 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate.
(c) The Stock Prices set forth in the first row of the table above in Section 13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Make-Whole Fundamental Change Premiums set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.07 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium.
(d) The Company, or, at the written request of the Company, the Trustee, shall mail written notice of the anticipated Make-Whole Fundamental Change Effective Date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as promptly as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”).
(e) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 22.8571 per $1,000 principal amount as a result of this Section 13.02, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.07 hereof.
(f) The Make-Whole Fundamental Change Premium shall be delivered upon the settlement date for the conversion.
Appears in 1 contract
Samples: Indenture (Greenbrier Companies Inc)
Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who exchange convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Conversion Rate for such Notes. An exchange 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 Exchange Conversion delivered pursuant to Section 12.03(a13.03(a) is received by the Exchange Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchangeconversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 12.02(b13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders Holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.
(ba) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b13.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: Effective Date $42.66 $47.50 $50.00 $55.46 $65.00 $72.10 $80.00 $90.00 $100.00 $110.00 $125.00 $150.00 $175.00 April 20, 2021 5.4094 4.1371 3.6190 2.7272 1.7060 1.2225 0.8526 0.5447 0.3476 0.2187 0.1024 0.0158 0.0000 April 15, 2022 5.4094 4.0067 3.4826 2.5867 1.5763 1.1072 0.7550 0.4683 0.2895 0.1757 0.0762 0.0062 0.0000 April 15, 2023 5.4094 3.8554 3.3236 2.4225 1.4258 0.9752 0.6450 0.3842 0.2272 0.1308 0.0507 0.0029 0.0000 April 15, 2024 5.4094 3.7141 3.1672 2.2510 1.2637 0.8331 0.5285 0.2978 0.1655 0.0883 0.0283 0.0000 0.0000 April 15, 2025 5.4094 3.5853 3.0114 2.0644 1.0811 0.6752 0.4026 0.2091 0.1060 0.0500 0.0111 0.0000 0.0000 April 15, 2026 5.4094 3.4314 2.8128 1.8155 0.8432 0.4792 0.2573 0.1164 0.0502 0.0185 0.0010 0.0000 0.0000 April 15, 2027 5.4094 3.2021 2.4954 1.4062 0.4908 0.2250 0.0968 0.0332 0.0097 0.0011 0.0000 0.0000 0.0000 April 15, 2028 5.4094 3.0209 1.9683 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Make-Whole Fundamental Change Effective Dates 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 above or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table above, the Make-Whole Fundamental Change Premiums shall be determined by a straight-line interpolation between the Make-Whole Fundamental Change Premiums set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Fundamental Change Effective Dates, as applicable, based on a 365-day year;
(ii) if the Stock Price is greater than $175.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $42.66 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate.
(b) The Stock Prices set forth in the first row of the table above in Section 13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Make-Whole Fundamental Change Premiums set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.07 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium.
(c) The Company, or, at the written request of the Company, the Trustee, shall mail or send electronically written notice of the anticipated Make-Whole Fundamental Change Effective Date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as promptly as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”).
(d) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 23.4411 per $1,000 principal amount as a result of this Section 13.02, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.07 hereof.
(e) The Make-Whole Fundamental Change Premium shall be delivered upon the settlement date for the conversion.
Appears in 1 contract
Samples: First Supplemental Indenture (Greenbrier Companies Inc)
Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Whole Fundamental Change Premium” to the Holders of the Notes who exchange convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Conversion Rate for such Notes. An exchange 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 Exchange Conversion delivered pursuant to Section 12.03(a13.03(a) is received by the Exchange Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for proviso (1) in clause (ii) of the definition of “Change of Control,” the 35th Trading Day immediately following such Make-Whole Fundamental Change Effective Date). The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchangeconversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium (the “Additional Shares”) shall be determined by reference to the table set forth in Section 12.02(b13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders Holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.
(b) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b13.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: Effective Date $42.66 $47.50 $50.00 $55.46 $65.00 $72.10 $80.00 $90.00 $100.00 $110.00 $125.00 $150.00 $175.00 April 20, 2021 5.4094 4.1371 3.6190 2.7272 1.7060 1.2225 0.8526 0.5447 0.3476 0.2187 0.1024 0.0158 0.0000 April 15, 2022 5.4094 4.0067 3.4826 2.5867 1.5763 1.1072 0.7550 0.4683 0.2895 0.1757 0.0762 0.0062 0.0000 April 15, 2023 5.4094 3.8554 3.3236 2.4225 1.4258 0.9752 0.6450 0.3842 0.2272 0.1308 0.0507 0.0029 0.0000 April 15, 2024 5.4094 3.7141 3.1672 2.2510 1.2637 0.8331 0.5285 0.2978 0.1655 0.0883 0.0283 0.0000 0.0000 April 15, 2025 5.4094 3.5853 3.0114 2.0644 1.0811 0.6752 0.4026 0.2091 0.1060 0.0500 0.0111 0.0000 0.0000 April 15, 2026 5.4094 3.4314 2.8128 1.8155 0.8432 0.4792 0.2573 0.1164 0.0502 0.0185 0.0010 0.0000 0.0000 April 15, 2027 5.4094 3.2021 2.4954 1.4062 0.4908 0.2250 0.0968 0.0332 0.0097 0.0011 0.0000 0.0000 0.0000 April 15, 2028 5.4094 3.0209 1.9683 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Make-Whole Fundamental Change Effective Dates 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 above or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table above, the Make-Whole Fundamental Change Premiums shall be determined by a straight-line interpolation between the Make-Whole Fundamental Change Premiums set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Fundamental Change Effective Dates, as applicable, based on a 365-day year;
(ii) if the Stock Price is greater than $175.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $42.66 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate.
(c) The Stock Prices set forth in the first row of the table above in Section 13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Make-Whole Fundamental Change Premiums set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.07 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium.
(d) The Company, or, at the written request of the Company, the Trustee, shall mail or send electronically written notice of the anticipated Make-Whole Fundamental Change Effective Date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as promptly as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”).
(e) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 23.4411 per $1,000 principal amount as a result of this Section 13.02, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.07 hereof.
(f) The Make-Whole Fundamental Change Premium shall be delivered upon the settlement date for the conversion.
Appears in 1 contract
Samples: Indenture (Greenbrier Companies Inc)
Make-Whole Fundamental Change Premium. (a) If the Make-Whole Fundamental Change Effective Date for any Make-Whole Make -Whole Fundamental Change shall have occurred, then the Company shall calculate and pay a “Make-Make- Whole Fundamental Change Premium” to the Holders of the Notes who exchange convert their Notes in connection with such Make-Whole Fundamental Change by adding such Make-Whole Fundamental Change Premium to the Exchange Conversion Rate for such Notes. An exchange 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 Exchange Conversion delivered pursuant to Section 12.03(a13.03(a) is received by the Exchange Conversion Agent on, or subsequent to, the relevant Make-Whole Fundamental Change Effective Date but before the related Fundamental Change Purchase Date. The Fundamental Make-Whole Change Premium shall be in addition to, and not in substitution for, any cash, securities or other assets otherwise due to Holders of Notes upon exchangeconversion. The number of additional shares of Common Stock per $1,000 principal amount of Notes constituting the Make-Whole Fundamental Change Premium shall be determined by reference to the table set forth in Section 12.02(b13.02(b), based on the Make-Whole Fundamental Change Effective Date and the Stock Price. If the holders of Common Stock receive only cash in the Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock in connection with such Make-Whole Fundamental Change. Otherwise, the Stock Price shall be equal to the average Last Reported Sale Price of the Common Stock over the ten Trading Day period ending on the Trading Day immediately preceding, and excluding, the applicable Make-Whole Fundamental Change Effective Date.
(b) The following table sets forth the number of Additional Shares to be received per $1,000 principal amount of Notes pursuant to this Section 12.02(b13.02(b) for each Stock Price and Make-Whole Fundamental Change Effective Date set forth below: Effective Date $27.67 $35.00 $38.05 $45.00 $50.00 $60.00 $80.00 $100.00 $150.00 $200.00 April 5, 2011 9.8564 6.6551 5.8103 4.4641 3.8069 2.9203 1.9626 1.4564 0.8138 0.5042 April 1, 2012 9.8564 6.4199 5.5416 4.1694 3.5171 2.6602 1.7713 1.3136 0.7382 0.4604 April 1, 2013 9.8564 6.1637 5.2387 3.8296 3.1817 2.3617 1.5507 1.1498 0.6504 0.4085 April 1, 2014 9.8564 5.8478 4.8649 3.4133 2.7748 2.0053 1.2984 0.9630 0.5490 0.3471 April 1, 2015 9.8564 5.4240 4.3734 2.8848 2.2696 1.5801 1.0112 0.7525 0.4329 0.2754 April 1, 2016 9.8564 4.8248 3.6946 2.1924 1.6336 1.0793 0.6925 0.5205 0.3024 0.1935 April 1, 2017 9.8564 3.8347 2.6220 1.2206 0.8179 0.5210 0.3539 0.2695 0.1574 0.1012 April 1, 2018 9.8564 2.2876 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Make-Whole Fundamental Change Effective Dates 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 above or the Make-Whole Fundamental Change Effective Date is between two Make-Whole Fundamental Change Effective Dates in the table above, the Make-Whole Fundamental Change Premiums shall be determined by a straight-line interpolation between the Make-Whole Fundamental Change Premiums set forth for the higher and lower Stock Prices and the earlier and later Make-Whole Fundamental Change Effective Dates, as applicable, based on a 365-day year;
(ii) if the Stock Price is greater than $200.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate; and
(iii) if the Stock Price is less than $27.67 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table above pursuant to subsection (c) below), no Make-Whole Fundamental Change Premium shall be added to the Conversion Rate.
(c) The Stock Prices set forth in the first row of the table above in Section 13.02(b) shall be adjusted, as of any date on which the Conversion Rate of the Notes is adjusted other than an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The Make-Whole Fundamental Change Premiums set forth in the table above shall be adjusted in the same manner as the Conversion Rate as set forth in Section 13.07 hereof, other than as a result of an adjustment to the Conversion Rate by adding the Make-Whole Fundamental Change Premium.
(d) The Company, or, at the written request of the Company, the Trustee, shall mail written notice of the anticipated Make-Whole Fundamental Change Effective Date of any Make-Whole Fundamental Change to the Holders (with a copy to the Trustee if applicable) as promptly as practicable following the date the Company publicly announces such Make-Whole Fundamental Change, but in no event less than 20 days prior to the anticipated Make-Whole Fundamental Change Effective Date (the “Make-Whole Fundamental Change Notice”).
(e) Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 36.1402 per $1,000 principal amount as a result of this Section 13.02, subject to proportional adjustment in the same manner as the Conversion Rate as set forth in Section 13.07 hereof.
(f) The Make-Whole Fundamental Change Premium shall be delivered upon the settlement date for the conversion.
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Samples: Indenture (Greenbrier Companies Inc)
