Common use of Split-Ups Clause in Contracts

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the shares of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stock, in determining the price payable for shares of Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in of shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or capitalization, stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders of the shares of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend capitalization of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock ordinary shares is increased by a stock capitalization or stock dividend payable in Class A ordinary shares to all or substantially all holders of Class A Common Stockordinary shares, or by a split-up of shares of Class A Common Stock ordinary shares or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A Common Stockordinary shares. A rights offering to holders of the Class A Common Stock ordinary shares entitling holders to purchase shares of Class A Common Stock ordinary shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock ordinary shares equal to the product of (i) the number of shares of Class A Common Stock ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stockordinary shares) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock ordinary share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection Section 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stockordinary shares, in determining the price payable for Class A Common Stockordinary shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or capitalization, stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend capitalization of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares Shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 belowhereof, the number of issued and outstanding shares of Class A Common Stock Shares is increased by a stock share capitalization or stock dividend payable in shares of Class A Common StockShares, or by a split-up of shares of Class A Common Stock Shares or other similar event, then, on the effective date of such stock capitalization or stock dividendshare capitalization, split-up or similar event, the number of shares of Class A Common Stock Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common StockShares. A rights offering made to all or substantially all holders of the Class A Common Stock Shares entitling holders to purchase shares of Class A Common Stock Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend share capitalization of a number of shares of Class A Common Stock Shares equal to the product of (i) the number of shares of Class A Common Stock Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common StockShares) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common StockShares, in determining the price payable for Class A Common StockShares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion conversion, and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock Shares shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common Stock. A rights offering to holders of the shares of Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stock, in determining the price payable for shares of Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. A rights offering to holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for such Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) conversion. “Historical Fair Market Value10-Day Average Closing Price” means means, as of any date, the volume weighted average last reported sale price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to such date. “Fair Market Value” means the 10-Day Average Closing Price as of the first (1st) date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Notwithstanding anything to the contrary herein, no shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock common stock is increased by a stock capitalization or stock dividend payable paid in shares of Class A Common Stockcommon stock, or by a split-up of shares of Class A Common Stock common stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock common stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common Stockcommon stock. A rights offering made to all or substantially all holders of the shares of Class A Common Stock common stock entitling holders to purchase shares of Class A Common Stock common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend capitalization of a number of shares of Class A Common Stock common stock equal to the product of (i) the number of shares of Class A Common Stock common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Class A Common Stockcommon stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock common stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A Common Stockcommon stock, in determining the price payable for shares of Class A Common Stockcommon stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the shares of Class A Common Stock common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock common stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Class A Common Stock is increased by a stock capitalization or stock dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar eventevent (other than as a result of and in connection with the Charter Amendment), then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Class A Common Stock. On the effective date of the Charter Amendment, each Warrant shall, automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant to a forward warrant split, into two and one-half Warrants, subject to the treatment of fractional Warrants as described in this Agreement. A rights offering to all or substantially all holders of the Class A Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price payable for Class A Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Company Class A Common Stock Ordinary Shares is increased by a stock capitalization or dividend (and for all purposes a stock dividend as referred to herein shall include an issue of bonus shares) payable in shares of Company Class A Common StockOrdinary Shares, or by a split-up of shares of Company Class A Common Stock Ordinary Shares or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Company Class A Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Company Class A Common StockOrdinary Shares. A rights offering to holders of the Company Class A Common Stock Ordinary Shares entitling holders to purchase shares of Company Class A Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Company Class A Common Stock Ordinary Shares equal to the product of (i) the number of shares of Company Class A Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Company Class A Common StockOrdinary Shares) and (ii) one (1) minus the quotient of (x) the price per share of Company Class A Common Stock Ordinary Shares paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Company Class A Common StockOrdinary Shares, in determining the price payable for Company Class A Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted last reported average price of the Company Class A Common Stock Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Company Class A Common Stock Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Company Class A Common Stock Ordinary Shares is increased by a stock capitalization or dividend (and for all purposes a stock dividend as referred to herein shall include an issue of bonus shares) payable in shares of Company Class A Common StockOrdinary Shares, or by a split-up of shares of Company Class A Common Stock Ordinary Shares or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of Company Class A Common Stock Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Company Class A Common StockOrdinary Shares. A rights offering to holders of the Company Class A Common Stock Ordinary Shares entitling holders to purchase shares of Company Class A Common Stock Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Company Class A Common Stock Ordinary Shares equal to the product of (i) the number of shares of Company Class A Common Stock Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Company Class A Common StockOrdinary Shares) and (ii) one (1) minus the quotient of (x) the price per share of Company Class A Common Stock Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Company Class A Common StockOrdinary Shares, in determining the price payable for Company Class A Common StockOrdinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted last reported average price of the Company Class A Common Stock Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Company Class A Common Stock Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.

Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A Common Stock is increased by a stock share capitalization or stock share dividend payable in shares of Class A Common Stock, or by a split-up of shares of Class A Common Stock or other similar event, then, on the effective date of such stock share capitalization or stock share dividend, split-up or similar event, the number of shares of Class A Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding shares of Class A Common Stock. A rights offering made to all or substantially all holders of the Class A shares of Common Stock entitling holders to purchase shares of Class A Common Stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock share dividend of a number of shares of Class A Common Stock equal to the product of (i) the number of shares of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Class A shares of Common Stock) and multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A Common Stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A shares of Common Stock, in determining the price payable for Class A shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Class A shares of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares of Class A Common Stock shall be issued at less than their par value.