Common use of Stock Dividends and Share Splits Clause in Contracts

Stock Dividends and Share Splits. If the Guarantor exclusively issues Ordinary Shares as a dividend or distribution on all or substantially all of the Ordinary Shares, or if the Guarantor effects an Ordinary Share subdivision or Ordinary Share consolidation, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1 OS0 where: ER0 = the Exchange 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 Ordinary Share subdivision or Ordinary Share consolidation, as applicable; ER1 = the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date; OS0 = the number Ordinary Shares in issue immediately prior to the Open of Business on such Ex-Dividend Date or such Effective Date; and OS1 = the number of Ordinary Shares in issue immediately after giving effect to such dividend, distribution, Ordinary Share subdivision or Ordinary Share consolidation. Any adjustment made under this Section 7.05(a) 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 Ordinary Share subdivision or Ordinary Share consolidation. If any dividend or distribution of the type described in this Section 7.05(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

Appears in 3 contracts

Samples: Indenture (Jazz Pharmaceuticals PLC), Indenture (Jazz Pharmaceuticals PLC), Horizon Pharma PLC

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Stock Dividends and Share Splits. If the Guarantor exclusively issues Ordinary Shares as a dividend or distribution on all or substantially all of the Ordinary Shares, or if the Guarantor effects an Ordinary Share subdivision or Ordinary Share consolidation, the Exchange Rate will be adjusted based on the following formula: ER1 = ER0 × OS1 OS0 where: ; ER0 = the Exchange 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 Ordinary Share subdivision or Ordinary Share consolidation, as applicable; ER1 = the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date or Effective Date; OS0 = the number Ordinary Shares in issue immediately prior to the Open of Business on such Ex-Dividend Date or such Effective Date; and OS1 = the number of Ordinary Shares in issue immediately after giving effect to such dividend, distribution, Ordinary Share subdivision or Ordinary Share consolidation. Any adjustment made under this Section 7.05(a) 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 Ordinary Share subdivision or Ordinary Share consolidation. If any dividend or distribution of the type described in this Section 7.05(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.

Appears in 1 contract

Samples: Indenture (Jazz Pharmaceuticals PLC)

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