Common use of No Adjustment Clause in Contracts

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 4 contracts

Samples: Indenture (Einstein Noah Bagel Corp), Indenture (Family Golf Centers Inc), Indenture (Commonwealth Telephone Enterprises Inc /New/)

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No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 10 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 10.06 if all Securityholders Holders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company Such participation by Holders may include participation upon conversion; provided that an adjustment shall give notice be made at such time as the Holders are no longer entitled to the Trustee of any such determinationparticipate. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 3 contracts

Samples: Indenture (Kaydon Corp), Indenture (LNR Property Corp), Indenture (Kaydon Corp)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, provided that any adjustments which by reason of this Section 4.7 3.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 3 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 3.06 if all Securityholders Holders are entitled to participate in the transaction on a basis and with notice that to the Board of Directors determines to be fair and appropriate in light same extent as holders of the basis and notice on which holders of Company’s Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase the Company’s Common Stock or issuances of Company’s Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Company’s Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 2 contracts

Samples: Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc), Senior Guaranteed Convertible Notes Indenture (Impsat Fiber Networks Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 10.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 X shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 10.06 if all Securityholders Holders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company Such participation by Holders may include participation upon conversion; provided that an adjustment shall give notice be made at such time as the Holders are no longer entitled to the Trustee of any such determinationparticipate. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 2 contracts

Samples: Indenture (Yellow Roadway Corp), Indenture (Yellow Corp)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give 30 days prior notice to the Trustee and to the Holders of the Securities of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 2 contracts

Samples: Indenture (American Skiing Co /Me), Indenture (Asc Holdings Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% until cumulative adjustments amount to a change in the Conversion Price of 1% or more as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment to the Conversion Price shall be made for cash or dividend distributions paid out of consolidated net income or retained earnings. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders Debentureholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities Debentures become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 2 contracts

Samples: Indenture (Skytel Communications Inc), Indenture (Mci Worldcom Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; providedPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made interest or for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Usinternetworking Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-one- hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Boston Chicken Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 15% in the Conversion Price as last adjusted; provided, however, that any adjustments which -------- ------- by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-one- hundredth of a share, as the case may be. No adjustment to the Conversion Price shall be made for cash or dividend distributions paid out of consolidated net income or retained earnings. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of or Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Convertible Subordinated Debenture Indenture (Birner Dental Management Services Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 15% in the Conversion Price as last adjusted; provided, however, that any adjustments which -------- ------- by reason of this Section 4.7 4.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-one- hundredth of a share, as the case may be. No adjustment to the Conversion Price shall be made for cash or dividend distributions paid out of consolidated net income or retained earnings. No adjustment need be made for a transaction referred to in Section 4.6 4.06 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of or Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Birner Dental Management Services Inc)

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No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which -------- ------- by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Sterling Software Inc)

No Adjustment. No adjustment in the Conversion Price Rate shall be required unless the adjustment would require an increase or decrease result in a change in the Conversion Rate of at least 1% in the Conversion Price as last adjusted%; provided, however, that any adjustments adjustment which by reason of this Section 4.7 are 7.7 is not required to be made shall be carried forward and taken into account in any subsequent adjustmentadjustments. All calculations under this Article 4 7 shall be made to the nearest one-thousandth of a cent or to the nearest one-hundredth thousandth of a share, as the case may be. No adjustment need Except as otherwise provided for in this Indenture, the Company shall not be made required to adjust the Conversion Rate for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board issuance of Directors determines to be fair and appropriate in light of the basis and notice on which holders of its Common Stock participate in or any securities convertible or exchangeable for its Common Stock or the transaction. The Company shall give notice right to the Trustee of any purchase its Common Stock or such determinationconvertible or exchangeable securities. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made interest or for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest interest will not accrue on such cash. No adjustment to the cashConversion Rate need be made pursuant to Section 7.6 for a transaction if Holders are to participate in the transaction without conversion on a basis and with notice that the Board of Directors of the Company determines in good faith to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

Appears in 1 contract

Samples: Indenture (Unisource Energy Corp)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made interest or for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Beyond Com Corp)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which -------- ------- by reason of this Section 4.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-one- hundredth of a share, as the case may be. No adjustment need be made for a transaction referred refined to in Section 4.6 if all Securityholders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Common Stock or issuances of Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made interest or for a change in the par value or a change to no par value of the Common Stock. To the extent that the Securities become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Act Manufacturing Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; provided, however, that any adjustments which by reason of this Section 4.7 4.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 4.06 if all Securityholders Holders are entitled to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which same extent as holders of Class A Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Class A Common Stock or issuances of Class A Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Class A Common Stock. To the extent that the Securities Notes become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Metromedia Fiber Network Inc)

No Adjustment. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price as last adjusted; providedPROVIDED, howeverHOWEVER, that any adjustments which by reason of this Section 4.7 4.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article 4 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. No adjustment need be made for a transaction referred to in Section 4.6 4.06 if all Securityholders Holders are entitled to participate in the transaction on a basis and with notice that to the Board of Directors determines to be fair and appropriate in light of the basis and notice on which same extent as holders of Class A Common Stock participate in the transaction. The Company shall give notice to the Trustee of any such determination. No adjustment need be made for rights to purchase Class A Common Stock or issuances of Class A Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or a change to no par value of the Class A Common Stock. To the extent that the Securities Notes become convertible into the right to receive cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash.

Appears in 1 contract

Samples: Indenture (Metromedia Fiber Network Inc)

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