ADS Price definition

ADS Price shall have the meaning specified in Section 14.03(c).

ADS Price shall have the meaning specified in Section 14.03(b).

ADS Price means (i) with respect to a Cash Acquisition (A) if the consideration paid per ADS consists only of cash, the amount of cash paid per ADS or (B) if such consideration consists of any property other than cash, the average Daily Closing Price of the ADSs on each of the 10 consecutive Scheduled Trading Days up to, but not including, the first business day prior to the effective date of the Cash Acquisition, or (ii) with respect to an Optional Tax Conversion, the average Daily Closing Price of the ADSs on each of the 10 consecutive Scheduled Trading Days up to, but not including, the first business day prior to the date of the Optional Tax Conversion; provided that if a Market Disruption Event occurs on one or more Scheduled Trading Days during a period in which the ADS Price is being determined and the Daily Closing Price cannot be so determined within three (3) Scheduled Trading Days after the first Scheduled Trading Day on which the Market Disruption Event occurred or existed, then instead of using the Daily Closing Price, the price for the ADSs for that day to be used in calculating the ADS Price shall be the Fair Market Value of one ADS on such Scheduled Trading Day.

Examples of ADS Price in a sentence

• The adjusted ADS Prices shall equal the ADS Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the ADS Price adjustment and the denominator of which is the Conversion Rate as so adjusted.

• Otherwise, the ADS Price shall be the average of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change.

• If the holders of the ADSs receive in exchange for their ADSs only cash in a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the ADS Price shall be the cash amount paid per ADS.

• The adjusted ADS Prices in the table below will equal the ADS Prices in effect immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Exchange Rate in effect immediately prior to the adjustment giving rise to the adjustment to the ADS Price and the denominator of which is the Exchange Rate in effect immediately after such adjustment.

• The True-up Cash Amount will be calculated by subtracting the number of ADSs obtained from the calculation in the preceding sentence from the number of ADSs deliverable (without regard to the application of this paragraph) upon the conversion of such Holder’s Note, and multiplying the resulting number of ADSs by (A) in the event of a Cash Acquisition Conversion or an Optional Tax Conversion, the applicable ADS Price, or (B) in the event of any other conversion, the Twenty Day Market Value.

More Definitions of ADS Price

ADS Price means, (i) for any Make-Whole Fundamental Change, (x) in the case of a Make-Whole Fundamental Change that is a Cash Merger, the amount of cash paid per ADS in such Make-Whole Fundamental Change, and (y) otherwise, the average of the Last Reported Sale Price of the ADS over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding such Effective Date and (ii) with respect to an Issuer’s Exchange Option, the average of the Last Reported Sale Prices of the ADS over the five Trading Day period ending on the Trading Day preceding the Effective Date of such Issuer’s Exchange Option.

ADS Price shall have the meaning ascribed to such term in Section 4.1(c).

ADS Price means, (i) for any Make-Whole Fundamental Change, (x) in the case of a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change in which holders of the ADSs receive in exchange for their ADSs only cash, the ADS Price in respect of such Make-Whole Fundamental Change shall be the cash amount paid per ADS and (y) otherwise, the average (as calculated by the Company) of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Effective Date of such Make-Whole Fundamental Change, (ii) for a Redemption Notice, the average (as calculated by the Company) of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately preceding the related Redemption Notice Date, (iii) for a Mandatory Exchange Notice, the average (as calculated by the Company) of the Last Reported Sale Prices of the ADS over the five Trading Day period ending on, and including, the Trading Day immediately preceding the relevant Mandatory Exchange Notice Date or (iv) with respect to an Early Exchange, the average (as calculated by the Company) of the Last Reported Sale Prices of the ADSs over the five Trading Day period ending on, and including, the Trading Day immediately preceding the Exchange Date in respect of such Early Exchange, as applicable.

ADS Price. Has the meaning given in Section 3 of this Agreement.

ADS Price means (i) in the case of a Fundamental Change described in clause (a)(i) or (b) of the definition of Fundamental Change, in which the holders of the Guarantor’s ordinary shares receive only cash in such Fundamental Change, the cash amount paid per ADS; and (ii) otherwise, the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days ending on, and including, the Trading Day immediately preceding the Effective Date of the Fundamental Change.

ADS Price means, for any Make-Whole Fundamental Change, (i) in the case of a Make-Whole Fundamental Change that is a Cash Merger, the amount of cash paid per ADS in such Make-Whole Fundamental Change, and (ii) otherwise, the average of the Last Reported Sale Price of the ADS over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding such Make-Whole Fundamental Change Effective Date.

ADS Price means (a) in the case of a Make-Whole Fundamental Change in which holders of ADSs receive only cash consideration for their ADSs (in a single per-ADS amount, other than with respect to appraisal and similar rights) in connection with such Make-Whole Fundamental Change, the amount of cash paid per ADS in such Make-Whole Fundamental Change, and (b) in the case of all other Make-Whole Fundamental Changes, the average of the Last Reported Sale Prices of the ADSs over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the applicable Make-Whole Reference Date. The Board of Directors will make appropriate adjustments, in its good faith determination, to account for any adjustment to the Conversion Rate that becomes effective, or any event requiring an adjustment to the Conversion Rate where the Ex-Date of the event occurs, during such ten consecutive Trading Day period.