Common use of No Adjustments in Certain Cases Clause in Contracts

No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receive, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (Supernus Pharmaceuticals Inc)

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No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A‎Section 5.06(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A‎Section 5.06(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i‎Section 5.06(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v‎Section 5.06(A)(v)) if each Holder is entitled to receiveparticipates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (Verastem, Inc.)

No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receive, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders holders of Common Stock in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (Innoviva, Inc.)

No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receiveparticipates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to (x) the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date, divided by (y) $1,000.

Appears in 1 contract

Samples: Indenture (NRG Energy, Inc.)

No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock split, reverse stock split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receiveparticipates, at the same time and on the same terms as holders of Class A Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Class A Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) (i.e., divided by $1,000) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (Better Home & Finance Holding Co)

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No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated required to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock dividend, distribution, split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receiveparticipates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

No Adjustments in Certain Cases. (i) Where Holders Participate in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 5.05(A), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 5.05(A) (other than a stock dividend, distribution, split or combination of the type set forth in Section 5.05(A)(i) or a tender or exchange offer of the type set forth in Section 5.05(A)(v)) if each Holder is entitled to receiveparticipates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder of Notes, the property distributed to the Company’s common stockholders in such transaction or event without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date, effective date or Expiration Date, as applicable; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date.

Appears in 1 contract

Samples: Indenture (K2m Group Holdings, Inc.)

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