Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(1) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
Appears in 3 contracts
Samples: Warrant Agreement (Kennedy-Wilson Holdings, Inc.), Warrant Agreement (Kennedy-Wilson Holdings, Inc.), Warrant Agreement (Kennedy-Wilson Holdings, Inc.)
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Close of Business on such Record Date or immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. Any adjustment to the Conversion Rate pursuant to this Section 5.05(A)(i) will become effective as of the time set forth in CR1 above. If any dividend, distribution, stock split dividend or stock combination distribution of the type described in this Section 5(e)(i)(15.05(A)(i) is declared or announceddeclared, but not so paid or madepaid, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combinationdistribution, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split dividend or stock combination distribution not been declared or announceddeclared.
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Samples: Indenture (Boxed, Inc.), Indenture (Seven Oaks Acquisition Corp.), Indenture (MultiPlan Corp)
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 5(g) 5.08 will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. Any adjustment made under this Section 5.05(A)(i) will 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 stock split or stock combination, as applicable. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(15.05(A)(i) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
Appears in 2 contracts
Samples: Indenture (Air Transport Services Group, Inc.), Indenture (Air Transport Services Group, Inc.)
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) will apply), then each of the Strike Price and the Warrant Entitlement will be adjusted based on the following formulas: where: SP0 = the Strike Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(1.
(1) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
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Stock Dividends, Splits and Combinations. If the Company Corporation issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company Corporation effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g8(b) of the Certificate of Designations will apply), then each of the Strike Conversion Price and the Warrant Entitlement will be adjusted based on the following formulasformula: where: SP0 CP0 = the Strike Conversion Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CP1 = the Strike Conversion Price in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. For the avoidance of doubt, any adjustment made under this Section 2(a) of this Exhibit B shall become effective as provided in the definition of CP1 above. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(12(a) of this Exhibit B is declared or announced, but not so paid or made, then each of the Strike Conversion Price and the Warrant Entitlement will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Conversion Price and the Warrant Entitlement, respectively, that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
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Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) 5.09 will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after after, and solely as a result of, giving effect to such dividend, distribution, stock split or stock combination. Any adjustment made under this Section 5.05(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 of the effective date of such stock split or combination, as applicable. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(15.05(A)(i) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made (other than (i) as a result of a reverse stock split or stock combination or (ii) with respect to the readjustment of the Conversion Rate as described in the immediately preceding sentence).
Appears in 1 contract
Samples: Indenture (Edgio, Inc.)
Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g10(g) will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before prior to the Open open of Business business on the Ex-Dividend Date for of such dividend or distribution, or immediately before prior to the Open open of Business business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before prior to the Open open of Business business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. Any adjustment made under this Section 10(d)(i)(1) 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 applicable. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(110(d)(i)(1) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted, effective as of the date the Board of Directors Directors, or any officer acting pursuant to authority conferred by the Board of Directors, determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
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Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 5(g) 5.09 will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. Each adjustment to the Conversion Rate made pursuant to the preceding sentence will become effective at the time set forth in the definition of CR1 in this Section 5.05(A)(i). If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(15.05(A)(i) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
Appears in 1 contract
Stock Dividends, Splits and Combinations. If the Company Issuer issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company Issuer effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 5(g) 2.11 will apply), then each of the Strike Price and the Warrant Entitlement Conversion Rate will be adjusted based on the following formulasformula: where: SP0 CR0 = the Strike Price Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for of such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable; SP1 CR1 = the Strike Price in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE0 = the Warrant Entitlement in effect immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable; WE1 = the Warrant Entitlement Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination. Any adjustment made under this Section 2.8(d)(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 applicable. If any dividend, distribution, stock split or stock combination of the type described in this Section 5(e)(i)(12.8(d)(i) is declared or announced, but not so paid or made, then each of the Strike Price and the Warrant Entitlement Conversion Rate ASIA-DOCS\12847562.6 DRAFT 076267-0001 will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Strike Price and the Warrant Entitlement, respectively, Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.
Appears in 1 contract
Samples: Restructuring Support Agreement (5E Advanced Materials, Inc.)