When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Issuer issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Common Stock pursuant to an Issuer plan providing for reinvestment of dividends or interest or in the event the par value of the Common Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 13.7, 13.8 or 13.9 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to such cash. Interest will not accrue on such cash.
Appears in 3 contracts
Samples: Indenture (CMS Energy Trust Ii), Indenture (CMS Energy Corp), CMS Energy Corp
When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Issuer Company issues, in exchange for cash, property or services, shares of Common Company Stock, or any securities convertible into or exchangeable for shares of Common Company Stock, or securities carrying the right to purchase shares of Common Company Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Common Company Stock pursuant to an Issuer a Company plan providing for reinvestment of dividends or interest or in the event the par value of the Common Company Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 13.710.07, 13.8 10.08 or 13.9 10.09 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Company Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to such the cash. Interest will not accrue on such the cash. Section 10.14.
Appears in 2 contracts
Samples: Tele Communications Inc /Co/, Tele Communications Inc /Co/
When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Issuer Parent issues, in exchange for cash, property or services, shares of Common Parent Stock, or any securities convertible into or exchangeable for shares of Common Parent Stock, or securities carrying the right to purchase shares of Common Parent Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Common Parent Stock pursuant to an Issuer a Parent plan providing for reinvestment of dividends or interest or in the event the par value of the Common Parent Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 13.711.07, 13.8 11.08 or 13.9 11.09 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Parent Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to such the cash. Interest will not accrue on such the cash. Section 11.14.
Appears in 2 contracts
Samples: Tele Communications Inc /Co/, Tele Communications Inc /Co/
When Adjustment Is Not Required. No adjustments in the conversion price or conversion rate need be made unless the adjustment would require an increase or decrease of at least one percent (1%) in the initial conversion price or conversion rate. Any adjustment which is not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. No adjustment in the conversion price or conversion rate shall be made because the Issuer Parent issues, in exchange for cash, property or services, shares of Common Company Stock, or any securities convertible into or exchangeable for shares of Common Company Stock, or securities carrying the right to purchase shares of Common Company Stock or such convertible or exchangeable securities. No adjustment in the conversion price or conversion rate need be made under this Article for sales of shares of Common Company Stock pursuant to an Issuer a Company plan providing for reinvestment of dividends or interest or in the event the par value of the Common Company Stock is changed. No adjustment in the conversion price or conversion rate need be made for a transaction referred to in Section 13.711.07, 13.8 11.08 or 13.9 11.09 if Securityholders are to participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Company Stock participate in the transaction; provided that the basis on which the Securityholders are to participate in the transaction shall not be deemed to be fair if it would require the conversion of Securities at any time prior to the expiration of the conversion period specified for such Securities. To the extent the Securities become convertible into cash, no adjustment need be made thereafter as to such the cash. Interest will not accrue on such the cash. Section 11.14.
Appears in 1 contract
Samples: Tele Communications Inc /Co/