Stock Dividends and Distributions. If the Company exclusively issues shares of Common Stock as a dividend or other distribution on all or substantially all shares of Common Stock, or if the Company effects a share split or share combination, each Fixed Settlement Rate will be adjusted based on the following formula: FR1 = FR0 × OS1 OS0 where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 5.01(a)(i) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 5.01(a)(i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the applicable Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared.
Appears in 3 contracts
Samples: Purchase Contract Agreement (Post Holdings, Inc.), Purchase Contract Agreement (McDermott International Inc), Purchase Contract Agreement (Forestar Group Inc.)
Stock Dividends and Distributions. If the Company exclusively issues shares of Common Stock as a dividend or other distribution on all or substantially all shares of Common Stock, or if the Company effects a share split or share combination, each Fixed Settlement Rate will be adjusted based on the following formula: FR1 = FR0 × OS1 OS0 where, FR0 = the applicable Fixed Settlement Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable; FR1 = the applicable Fixed Settlement Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 5.01(a)(i) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such share split or share combination, as the case may be. If any dividend or distribution of the type described in this Section 5.01(a)(i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the applicable Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared.
Appears in 2 contracts
Samples: Purchase Contract Agreement, Purchase Contract Agreement (Dynegy Inc.)
Stock Dividends and Distributions. If the Company exclusively issues shares of Common Stock to all or substantially all holders of the Common Stock as a dividend or other distribution on all or substantially all shares of the Common Stock, or if the Company effects a share split or share combination, then each Fixed Settlement Rate will be adjusted based on the following formula: FR1 = FR0 × OS1 OS0 where, FR0 SR0 = the applicable such Fixed Settlement Rate in effect immediately prior to the Open close of Business business on the Ex-Dividend Record Date of for such dividend or distribution, or immediately prior to the Open open of Business business on the effective date Effective Date of such share split or share combination, as applicable; FR1 SR1 = the applicable such Fixed Settlement Rate in effect immediately after the Open close of Business business on such Ex-Dividend Record Date or immediately after the open of business on such effective dateEffective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the Open close of Business business on such Ex-Dividend Record Date or immediately prior to the open of business on such effective dateEffective Date, as applicableapplicable (before giving effect to any such dividend, distribution, share split or share combination); and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 5.01(a)(iclause (i) shall become effective immediately after the Open close of Business business on the Ex-Dividend Record Date for such dividend or distribution, or immediately after the Open open of Business business on the effective date Effective Date for such share split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this Section 5.01(a)(iclause (i) is declared but not so paid or made, each the Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors Company determines not to pay such dividend or distribution, to the applicable Fixed Settlement Rate Rates that would then be in effect if such dividend or distribution had not been declared.
Appears in 1 contract
Samples: Purchase Contract Agreement (Brookdale Senior Living Inc.)