Rights Distributions. In the event that the Company shall offer or cause to be offered to the holders of any Shares any rights to subscribe for additional Shares, the Depositary shall, after consultation with the Company, have discretion as to the procedure to be followed in making such rights available to the Owners of Receipts or in disposing of such rights on behalf of such Owners and making the net proceeds available in U.S. dollars to such Owners; provided, however, that the Depositary will, if requested by the Company, take action as follows:
(i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to all or certain Owners by means of warrants or otherwise and the Company and the Depositary have entered into a separate agreement relating to that rights offering, the Depositary shall distribute as promptly as practicable warrants or other instruments therefor in such form as it may determine to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, or employ such other method as it may deem feasible in order to facilitate the exercise, sale or transfer of rights by such Owners; or
(ii) if at the time of the offering of any rights the Depositary determines that it is not lawful or not feasible to make such rights available to all or certain Owners by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary will use its reasonable efforts to sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper, and will allocate the net proceeds of such sales for the account of the Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practicable basis without regard to any distinctions among such Owners because of exchange restrictions, the date of delivery of any Receipt or Receipts or otherwise and distribute such net proceeds so allocated to the extent practicable as in the case of a distribution of cash pursuant to Section 4.01 hereof. If a registration statement under the Securities Act of 1933 is required with respect to the securities to which any rights relate in order for the Company to offer such rights to Owners and sell the securities represented by such r...
Rights Distributions. Rights or warrants issued by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase capital stock of the Company, which rights or warrants (1) are deemed to be transferred with such shares of Common Stock, (2) are not exercisable and (3) are also issued in respect of future issuances of Common Stock, including shares of Common Stock issued upon exercise of the warrants, in each case in clauses (1) through (3) until the occurrence of a specified event, shall for purposes of subparagraphs (b)(ii) and (b)(iii) not be deemed issued until the occurrence of the earliest such specified event.
Rights Distributions. (i) Splitco shall be allocated any Taxes and Tax Items arising from the Series C Liberty Braves Rights Distribution.
(ii) Distributing shall be allocated any Taxes and Tax Items arising from the Series C Liberty SiriusXM Rights Distribution.
Rights Distributions. 9 SECTION 4.04.
Rights Distributions. If at any time the Company pays or makes a dividend or distribution on all or any portion of its Stock consisting of, or shall otherwise issue to all holders of its Stock, Options entitling the holders of Stock to subscribe for or purchase Stock at a price per share less than the then Current Market Price on the date fixed for the determination of shareholders entitled to receive such Options, the Exercise Price in effect at the opening of business on the day following the date fixed for such determination shall be decreased by multiplying such Exercise Price by a fraction, of which (i) the numerator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination, plus the number of shares of Stock which the aggregate of the offering price of the total number of shares of Stock so offered for subscription or purchase would purchase at such Current Market Price, and (ii) the denominator shall be the number of shares of Stock outstanding at the close of business on the date fixed for such determination, plus the number of shares of Stock so offered for subscription or purchase, such decrease to become effective immediately after the opening of business on the day following the date fixed for such determination. For purposes of this Section 5(b), the number of shares of Stock at any time outstanding shall not include shares held in treasury of the Company (but shall include shares issuable in respect of scrip certificates, if any, issued in lieu of fractions of shares of Stock) unless the Company issues any Options in respect of Stock held in its treasury and does not agree not to exercise any such Options in respect of Stock held in treasury. If such Options are not so issued, the Exercise Price shall be re-adjusted to be the Exercise Price which would then be in effect if such date for the determination of shareholders entitled to receive such Options had not been fixed. In determining whether any Options entitle the holders thereof to subscribe for or purchase shares of Stock at less than the then Current Market Price, and in determining the aggregate offering price of such shares of Stock, there shall be taken into account any consideration received for such Options. The value of such consideration, if other than cash, shall be determined in the reasonable good faith judgment of the Board of Directors of the Company, whose determination shall be conclusive.
Rights Distributions. (a) The Company (or the Disbursing Agent or other distribution agent on the Company's behalf) shall distribute to the Rights Agent the Rights Distributions to which the holders of the Rights are entitled pursuant to the terms of the Plan, including without limitation the Rights Terms Exhibit, which terms are expressly incorporated herein and made a part hereof. As set forth in the Rights Terms Exhibit, holders of Rights will be entitled to Rights Distributions from the Company in the form of distributions of cash or New Common Shares or combination of cash and New Common Shares (as the Company may elect in its sole discretion) in accordance with the terms and conditions of the Rights Terms Exhibit and the Plan after certain Recovery Thresholds (as defined in the Rights Terms Exhibit) are met.
(b) The Company hereby agrees to distribute, or to cause the Disbursing Agent or other distribution agent on its behalf to distribute, the full amount of any Rights Distributions constituting cash to be distributed to the Rights Agent in accordance with the Plan and the Rights Terms Exhibit.
(c) The Company hereby agrees to distribute, or to cause the Disbursing Agent or other distribution agent or transfer agent on its behalf to distribute, the full amount of any Rights Distributions made in the form of New Common Shares to the Rights Agent in accordance with the Plan and the Rights Terms Exhibit, and on or prior to the record date (the "Creditor Distribution Record Date") for the corresponding Distributions to Creditors (as defined in the Rights Terms Exhibit), such that the holders of the Rights, by virtue of their ownership of New Common Shares, will receive the Rights Distribution in connection with the Distributions to Creditors to which the Rights Distribution relates.
(d) ubject to the foregoing, the Company may establish a Rights Distribution Record Date (with prompt notice thereof to the Rights Agent), which shall be no more than thirty (30) days prior to any Rights Distribution for purposes of determining the holders of Rights entitled to receive their pro rata share of a Rights Distribution. When a Rights Distribution is received by the Rights Agent, together with specific written instructions as to such Rights Distribution from the Company, the Rights Agent shall promptly distribute to the registered holders of the Right Certificates as of the Rights Distribution Record Date, as applicable, the cash and/or certificates of New Common Shares constituting su...
Rights Distributions. Upon conversion of any Debenture or a portion thereof, the Company shall make provision such that the Holder thereof shall receive, in addition to, and concurrently with the delivery of Common Stock, the rights described in any future shareholders’ rights plan(s) of the Company adopted by the Company; provided, however, that no such provision need be made if the rights have been separated from the Common Stock prior to the time of such conversion, but the provisions of Section 10.05(v) shall apply.
Rights Distributions. 1 Section 5. Release of Rights Distributions from Disputed Claims Reserve................................1 Section 6. Calculation of Recovery Percentages and Amount of Rights Distribution.......................1
Rights Distributions. If Triton Cayman shall offer or cause to be offered to the holders of any of its securities constituting a part of the Deposited Securities any rights to subscribe for or acquire additional Class A Shares or any other securities of Triton Cayman or any other rights of any nature which it is required to offer or cause to be offered to the holders of such securities pursuant to the Articles of Association or the Companies Act, the Depositary shall distribute the warrants or other instruments representing such rights in such form as it may determine (after consultation with Triton Cayman) to the Holders of Receipts evidencing Depositary Shares representing Deposited Securities, on a record date fixed pursuant to Section 4.05 in proportion to the number of Depositary Shares representing Deposited Securities held by each of them respectively, or employ such other method (after consultation with Triton Cayman) as it may deem feasible in order to facilitate the exercise, sale or transfer of such rights by such Holders. Triton Cayman agrees that it will take all necessary actions, and comply in all material respects with all applicable United States and Cayman Islands laws and regulations, in order to permit such rights to be offered to the Holders, including without limitation, causing a registration statement under the Securities Act of 1933 covering such offering to be declared effective and remain in effect; PROVIDED that if the aggregate fair market value as determined by Triton Cayman of the Class A Shares or any other securities with respect to which such rights are issued to the Depositary on behalf of the Holders is less than $5,000,000, (i) Triton Cayman will not be required to so comply or take such action and (ii) the Depositary (after consultation with Triton Cayman) shall, in lieu of making such rights available to the Holders, sell or otherwise dispose of such rights and distribute the net proceeds thereof as in the case of a distribution received in cash pursuant to Section 4.01. Notwithstanding the foregoing, if any rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, the Depositary in its sole discretion may sell such rights or such warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper, and may allocate the proceeds of such sales for the account of the Holders otherwise entitled to such rights, warrants or other instrum...
Rights Distributions. The Sole Member shall (a) have the right to exercise all rights of a member under the Act, (b) be entitled to receive all distributions, subject to Section 18-607 of the Act, (including, without limitation, liquidating distributions) made by the Company and (c) have the right to enjoy all other rights, benefits and interests in the Company.
