Settlement Rate. (a) Each Purchase Contract obligates the Company to deliver, on the Mandatory Settlement Date, a number of shares of Common Stock (subject to Article 5) equal to the Settlement Rate as determined by the Company, unless such Purchase Contract has settled or been redeemed prior to the Mandatory Settlement Date.
Settlement Rate. Each Purchase Contract obligates the Company to deliver, on the Mandatory Settlement Date, a number of shares of Common Stock (subject to Section 4.04 and Article 5) equal to the Settlement Rate as determined by the Company unless such Purchase Contract settles prior to the Mandatory Settlement Date pursuant to Section 5.03 or Section 5.04. The number of shares of Common Stock issuable upon settlement of each Purchase Contract on the Mandatory Settlement Date (the “Settlement Rate”) is equal to:
(i) if the Applicable Market Value is equal to or greater than $[ ] (the “Threshold Appreciation Price”), [ ] shares of Common Stock for each Purchase Contract (the “Minimum Settlement Rate”);
(ii) if the Applicable Market Value is greater than $[ ] (the “Reference Price”) but less than the Threshold Appreciation Price, a number of shares of Common Stock for each Purchase Contract equal to the Stated Amount, divided by the Applicable Market Value; and
(iii) if the Applicable Market Value is less than or equal to the Reference Price, [ ] shares of Common Stock for each Purchase Contract (the “Maximum Settlement Rate”), provided that the Maximum Settlement Rate and the Minimum Settlement Rate (each, a “Fixed Settlement Rate”) shall each be subject to adjustment as provided in Article 5.
Settlement Rate. In accordance with the last four sentences of Section 5.6(c) of the Purchase Contract Agreement, the Settlement Rate shall be adjusted for events subsequent to the Effective Time, in a manner that is as nearly equivalent as may be practicable to the adjustments provided for in Section 5.6 of the Purchase Contract Agreement, as if Xcel Energy was the original "Company" and Xcel Energy Common Stock was the original "Common Stock" under the provisions of Section 5.6 of the Purchase Contract Agreement.
Settlement Rate. Each Purchase Contract obligates the Company to deliver, on the Mandatory Settlement Date, a number of shares of Common Stock (subject to Section 4.04 and Article 5) equal to the Settlement Rate as determined by the Company unless such Purchase Contract settles prior to the Mandatory Settlement Date. The “Settlement Rate” is equal to:
(i) if the Applicable Market Value (as defined below) is equal to or greater than $3.94 (the “Threshold Appreciation Price”), 25.3968 shares of Common Stock for each Purchase Contract (the “Minimum Settlement Rate”);
(ii) if the Applicable Market Value is less than the Threshold Appreciation Price but greater than $3.15 (the “Reference Price”), a number of shares of Common Stock for each Purchase Contract equal to the Stated Amount, divided by the Applicable Market Value; and
(iii) if the Applicable Market Value is less than or equal to the Reference Price, 31.7460 shares of Common Stock for each Purchase Contract (the “Maximum Settlement Rate”), provided that the Maximum Settlement Rate, the Minimum Settlement Rate (each, a “Fixed Settlement Rate”) and the Applicable Market Value shall be subject to adjustment as provided in Article 5 and rounded upward or downward to the nearest 1/10,000th of a share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share).
Settlement Rate. 4 ARTICLE IV MISCELLANEOUS..............................................................................4 Section 4.1 Ratification of Purchase Contract Agreement...........................................4 Section 4.2 Effectiveness.........................................................................5 Section 4.3 Securities Deemed Conformed...........................................................5 Section 4.4 Governing Law.........................................................................5 Section 4.5 Separability..........................................................................5 Section 4.6 Counterparts..........................................................................5 THIS FIRST SUPPLEMENT TO THE PURCHASE CONTRACT AGREEMENT, dated as of June 6, 2002 (this "Supplemental Agreement"), among NRG Energy, Inc., a Delaware corporation (the "Company"), Xcel Energy Inc., a Minnesota corporation ("Xcel Energy"), and The Bank of New York, a New York banking corporation, acting as purchase contract agent for the Holders of Securities from time to time (the "Agent").
Settlement Rate. The following table illustrates the settlement rate per Purchase Contract and the value of Class A Common Stock issuable upon settlement on the Mandatory Settlement Date, determined using the “applicable market value” (as defined in the Units Preliminary Prospectus Supplement) shown, subject to adjustment as described in the Units Preliminary Prospectus Supplement: Less than or equal to the Reference Price The Maximum Settlement Rate Less than or equal to $50 Greater than the Reference Price but less than the Threshold Appreciation Price A number of shares of Class A Common Stock equal to $50, divided by the applicable market value $50 Equal to or greater than the Threshold Appreciation Price The Minimum Settlement Rate Greater than or equal to $50
Settlement Rate. The following table illustrates the settlement rate per purchase contract and the value of common stock issuable upon settlement on the mandatory settlement date, determined using the applicable market value (as defined in the Preliminary Prospectus Supplement) shown, subject to adjustment as described in the Preliminary Prospectus Supplement: Less than or equal to $4.64 5.3879 shares Less than $25 Greater than $4.64 but less than $5.45 Number of shares equal to $25, divided by the Applicable Market Value $25 Equal to or greater than $5.45 4.5855 shares Greater than $25 Early Settlement: At any time, prior to 5:00 p.m., New York City time, on the third scheduled trading day immediately preceding the mandatory settlement date, a holder may settle any or all of its purchase contracts early, in which case Xxxxxxxx Creek will deliver a number of shares of its common stock equal to: (i) if you settle purchase contracts prior to 5:00 p.m., New York City time, on November 10, 2012, 4.3562, which is 95% of the minimum settlement rate, and (ii) if you settle purchase contracts commencing on November 11, 2012, the minimum settlement rate, subject in either case to adjustment as described in the Preliminary Prospectus Supplement. For the avoidance of doubt, the preceding sentence shall have no effect on the fundamental change early settlement rate. The market value of common stock on the early settlement date will not affect the early settlement rate. A holder’s right to settle their purchase contract prior to 5:00 p.m., New York City time on to the third scheduled trading day immediately preceding the mandatory settlement date is subject to the delivery of their purchase contract. Upon early settlement of a purchase contract that is a component of a tMEDS at a holder’s election, the corresponding amortizing note will remain outstanding and beneficially owned by or registered in the name of, as the case may be, the holder who elected to settle the related purchase contract early.
Settlement Rate. Between the date hereof and the Closing Date, the Company will not take or authorize any act or thing that would result in an adjustment of the maximum settlement rate under the Purchase Contracts.
Settlement Rate. In accordance with the last two sentences of Section 5.6(b) of the Purchase Contract Agreement, the Settlement Rate shall be adjusted for events subsequent to the Effective Time, in a manner that is as nearly equivalent as may be practicable to the adjustments provided for in Section 5.6 of the Purchase Contract Agreement, as if El Paso was the original "Company" and El Paso Common Stock was the original "Common Stock" under the provisions of Section 5.6 of the Purchase Contract Agreement.
Settlement Rate. The number of newly issued shares of Common Stock issuable upon settlement of each Purchase Contract on the Purchase Contract Settlement Date (the "Settlement Rate") will be calculated as follows (subject to adjustment under certain circumstances): (a) if the Applicable Market Value is equal to or greater than $ (the "Threshold Appreciation Price," which is approximately % above the last reported sale price of the Common Stock set forth on the cover page of the final Prospectus
