PURCHASE CONTRACT SETTLEMENT Clause Samples
PURCHASE CONTRACT SETTLEMENT. (a) NRG and Xcel Energy understand and agree that, pursuant to Section 5.6(c) of the Purchase Contract Agreement, the Merger constitutes a Reorganization Event as a result of which as of the Effective Time the Settlement Rate was adjusted such that each Holder of Securities will receive:
(i) on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Purchase Contract Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to the Effective Time, or
(ii) on the Early Settlement Date with respect to each Purchase Contract forming a part thereof the number of shares of Xcel Energy Common Stock receivable pursuant to the Merger (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Early Settlement Date) by a holder of the number of shares of the Company's Common Stock that would have been issuable on account of each Purchase Contract if the Early Settlement Date had occurred immediately prior to the Effective Time; subject in the case of both clauses (i) and (ii) to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement. Attached as Exhibit A hereto is an Officer's Certificate, pursuant to Section 5.7(a)(i) of the Purchase Contract Agreement, which sets forth the method of calculation of the Settlement Rate as of the Effective Time, as adjusted for the Merger.
(b) NRG and Xcel Energy hereby agree that, subject to the other provisions of this Supplemental Agreement from and after the Effective Time, the provisions of the Purchase Contract Agreement and the Purchase Contracts that refer to the delivery of "Common Stock" of the Company, including without limitation Sections 5.4, 5.5, 5.9, 5.10, 10.3 and 10.4 of the Purchase Contract Agreement, relate to Xcel Energy Common Stock by operation of Section 5.6(c) of the Purchase Contract Agreement.
PURCHASE CONTRACT SETTLEMENT. 3 SECTION 3.2. SETTLEMENT RATE.......................................... 4 SECTION 3.3. NOTICE................................................... 4 ARTICLE IV MISCELLANEOUS
PURCHASE CONTRACT SETTLEMENT. Section 2.1. The Merger constitutes a Merger Event set forth in Section 5.01(e) of the Purchase Contract Agreement as a result of which from and after the Effective Time:
(i) the adjusted Minimum Settlement Rate shall be 3.2731 shares of Successor Common Stock (calculated by multiplying the Minimum Settlement Rate that is in effect immediately prior to the Effective Time of 5.0201 shares of Dynegy Common Stock by the Exchange Ratio); and
(ii) the adjusted Maximum Settlement Rate shall be 4.0421 shares of Successor Common Stock (calculated by multiplying the Maximum Settlement Rate that is in effect immediately prior to the Effective Time of 6.1996 shares of Dynegy Common Stock by the Exchange Ratio). As a result of the foregoing adjustments, the Reference Price per share shall be adjusted to $24.7393 from $16.13 (calculated by dividing the Reference Price per share by the Exchange Ratio) and the Threshold Appreciation Prices to $30.5521 from $19.92 (calculated by dividing the Threshold Appreciation Price by the Exchange Ratio), as provided in the Purchase Contract Agreement. In addition, the Fundamental Change Early Settlement Rates and Stock Prices set forth in the table included in Section 5.02(e) of the Purchase Contract Agreement shall also be adjusted as a result of the Merger as follows (calculated by (i) multiplying each Fundamental Change Early Settlement Rate by the Exchange Ratio and (ii) dividing each Stock Price by the Exchange Ratio): June 21, 2016 3.9449 3.7558 3.5931 3.5312 3.4778 3.4398 3.4079 3.3486 3.3135 3.2918 3.2781 3.2731 October 1, 2016 3.9617 3.7811 3.6131 3.5477 3.4908 3.4502 3.4160 3.3529 3.3159 3.2934 3.2793 3.2731 January 1, 2017 3.9760 3.8052 3.6327 3.5636 3.5033 3.4600 3.4236 3.3565 3.3176 3.2944 3.2800 3.2731 April 1, 2017 3.9891 3.8302 3.6535 3.5807 3.5163 3.4701 3.4311 3.3597 3.3189 3.2949 3.2804 3.2731 July 1, 2017 4.0009 3.8570 3.6768 3.5996 3.5306 3.4808 3.4389 3.3624 3.3195 3.2948 3.2803 3.2731 October 1, 2017 4.0114 3.8857 3.7030 3.6209 3.5464 3.4924 3.4468 3.3645 3.3193 3.2940 3.2798 3.2731 January 1, 2018 4.0200 3.9157 3.7326 3.6450 3.5640 3.5048 3.4548 3.3654 3.3178 3.2923 3.2786 3.2731 April 1, 2018 4.0265 3.9462 3.7661 3.6724 3.5836 3.5179 3.4624 3.3647 3.3149 3.2897 3.2770 3.2731 July 1, 2018 4.0312 3.9771 3.8062 3.7056 3.6067 3.5325 3.4697 3.3615 3.3098 3.2858 3.2748 3.2731 October 1, 2018 4.0345 4.0062 3.8555 3.7482 3.6356 3.5489 3.4757 3.3538 3.3015 3.2805 3.2731 3.2731 January 1, 2019 4.0372 4.0289 3.9182 3.8...
PURCHASE CONTRACT SETTLEMENT. The parties hereby understand and agree that, pursuant to Section 5.6(b)(i) of the Purchase Contract Agreement, the Parent Exchange Event constitutes a Reorganization Event, as a result of which each Cayman Ordinary Share covered by each Purchase Contract forming part of a Unit prior to such Parent Exchange Event shall, after such Parent Exchange Event, be a Parent Ordinary Share for purposes of the Purchase Contract.
PURCHASE CONTRACT SETTLEMENT. The Company and Parent understand and agree that, pursuant to 5.04(b)(i) of the Purchase Contract, implemented by Section 3.1 hereof as of the Effective Time, the Settlement Rate was adjusted such that each Holder of Units will receive on the Purchase Contract Settlement Date, any Cash Merger Early Settlement Date, or any Early Settlement Date, the amount of Exchange Property provided for in Section 5.04(b)(i), subject to any further adjustments in the Settlement Rate under Article V of the Purchase Contract Agreement prior to settlement, in all cases deeming all references to the Company’s Common Stock pertaining to a time after the Effective Time to be references to Parent Common Stock, and deeming all references to the Company pertaining to a time after the Effective Time to be references to Parent. The Company shall, within 10 Business Days following the Emerald Merger, (a) deliver to the Agent an Officers’ Certificate pursuant to Section 5.05(a)(i) of the Purchase Contract Agreement, which shall set forth the method of calculation of the Settlement Rate as of the Effective Time, as adjusted for the Emerald Merger, and (b) provide a written notice to Holders of the Units, pursuant to Section 5.05(a)(ii) of the Purchase Contract Agreement.