Cash Acquisition Conversion Rate means the conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to any Cash Acquisition Conversion that occurs on or prior to the Mandatory Conversion Date: If the Stock Price falls between two Stock Prices set forth in the table above, or if the Effective Date falls between two Effective Dates set forth in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. If the Stock Price is in excess of $ per share (subject to adjustment in the same manner as adjustments are made to the Stock Price in accordance with the provisions of Section 13(c)(iv)), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate. If the Stock Price is less than $ per share (subject to adjustment in the same manner as adjustments are made to the Stock Price in accordance with the provisions of Section 13(c)(iv)), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate. The Stock Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of Section 13(c)(iv). The conversion rates set forth in the table above are each subject to adjustment in the same manner as each Fixed Conversion Rate as set forth in Section 13.
Cash Acquisition Conversion Rate means the Conversion Rate set forth in the table below for the applicable effective date of the Cash Acquisition and the applicable Cash Acquisition Stock Price on such effective date (as such Cash Acquisition Stock Prices are adjusted pursuant to Section 14 hereof):
Cash Acquisition Conversion Rate means the conversion rate set forth in the table below for the applicable Effective Date of a Cash Acquisition (or the date of an Optional Tax Conversion pursuant to Section 2.10 hereof) and the applicable ADS Price (as the ADS Prices indicated in the column headings may be adjusted pursuant to Section 2.8 hereof), except that (i) if the ADS Price is in excess of $50.00 (as such amount is adjusted from time to time pursuant to Section 2.8), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate, (ii) if the ADS Price is less than $10.00 (as such amount is adjusted from time to time pursuant to Section 2.8), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate, and (ii) the Cash Acquisition Conversion Rate is subject to adjustment in accordance with the provisions of Section 2.8 hereof. Effective Common ADS Price on Effective Date Date $10.00 $12.00 $14.00 $15.88 $17.00 $18.66 $20.00 $22.00 $24.00 $26.00 $28.00 $30.00 $35.00 $40.00 $45.00 $50.00 7/13/2009 2.7326 2.6713 2.6311 2.6073 2.5978 2.5888 2.5847 2.5825 2.5835 2.5864 2.5907 2.5956 2.6088 2.6213 2.6321 2.6412 6/15/2010 2.8071 2.7345 2.6833 2.6511 2.6378 2.6240 2.6171 2.6119 2.6108 2.6125 2.6158 2.6199 2.6317 2.6427 2.6518 2.6590 6/15/2011 2.9461 2.8569 2.7831 2.7314 2.7084 2.6834 2.6698 2.6576 2.6522 2.6510 2.6523 2.6550 2.6630 2.6698 2.6746 2.6776 6/15/2012 3.1486 3.1486 3.1486 3.1486 2.9412 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 2.6797 For purposes of applying the table above, if the Effective Date (or the date of an Optional Tax Conversion pursuant to Section 2.10 hereof) falls between the dates set forth under the heading “Effective Date” in the table above, or if the ADS Price falls between two amounts set forth in the other column headings in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower ADS Prices and effective dates, as applicable, based on a 365-day year.
Examples of Cash Acquisition Conversion Rate in a sentence
The number of Units of Exchange Property for each Preferred A Share converted following the effective date of such Reorganization Event shall be determined based on the Mandatory Conversion Rate, Minimum Conversion Rate or Cash Acquisition Conversion Rate, as the case may be, then in effect on the applicable Conversion Date (without any interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the Conversion Date).
For the avoidance of doubt, Preferred A Shareholders who do not submit their instruction form for conversion during the Cash Acquisition Conversion Period shall not be entitled to convert their Preferred A Shares at the Cash Acquisition Conversion Rate or to receive the Cash Acquisition Dividend Make-whole Amount.
For the avoidance of doubt, Holders of Mandatory Convertible Preferred Stock who do not submit their conversion notice during the Cash Acquisition Conversion Period shall not be entitled to convert their shares of Mandatory Convertible Preferred Stock at the Cash Acquisition Conversion Rate or to receive the Cash Acquisition Dividend Make-Whole Amount.
The number of Units of Exchange Property for each share of Series B Preferred Stock converted following the effective date of such Reorganization Event shall be determined based on the Mandatory Conversion Rate, Minimum Conversion Rate or Cash Acquisition Conversion Rate, as the case may be, then in effect on the applicable Conversion Date (without any interest thereon and without any right to dividends or distributions thereon which have a record date that is prior to the Conversion Date).
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More Definitions of Cash Acquisition Conversion Rate
Cash Acquisition Conversion Rate means the conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to Cash Acquisition Conversions during a Cash Acquisition Conversion Period:
Cash Acquisition Conversion Rate means the Conversion Rate set forth in the table below for the applicable effective date of the Cash Acquisition and the applicable Cash Acquisition Stock Price (as Cash Acquisition Stock Prices in the column headings for the table below are adjusted pursuant to Section 14 hereof): If the Cash Acquisition Stock Price is in excess of $100.00 per share (as such amount is adjusted from time to time), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate. If the Cash Acquisition Stock Price is less than $14.00 per share (as such amount is adjusted from time to time), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate (as such amount is adjusted from time to time). If the effective date falls between the dates set forth under the heading “Effective Date” in the table above, or if the Cash Acquisition Stock Price falls between two amounts set forth in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the next higher and lower Cash Acquisition Stock Prices and/or effective dates, as applicable, based on a 365-day year.
Cash Acquisition Conversion Rate means the Conversion Rate set forth in the table below for the applicable effective date of the Cash Acquisition and the applicable Cash Acquisition Stock Price (as Cash Acquisition Stock Prices in the column headings for the table below are adjusted pursuant to Section 14 hereof):
Cash Acquisition Conversion Rate means the conversion rate set forth in the table below for the applicable Effective Date of a Cash Acquisition (or the date of an Optional Tax Conversion pursuant to Section 2.10 hereof) and the applicable ADS Price (as the ADS Prices indicated in the column headings may be adjusted pursuant to Section 2.8 hereof), except that (i) if the ADS Price is in excess of $120 (as such amount is adjusted from time to time pursuant to Section 2.8), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate, (ii) if the ADS Price is less than $25 (as such amount is adjusted from time to time pursuant to Section 2.8), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate, and (ii) the Cash Acquisition Conversion Rate is subject to adjustment in accordance with the provisions of Section 2.8 hereof. Effective Date RIO ADS Price on Effective Date $ 25.00 $ 30.00 $ 35.00 $ 40.00 $ 45.80 $ 50.00 $ 57.71 $ 60.00 $ 65.00 $ 70.00 $ 75.00 $ 80.00 $ 90.00 $ 100.00 $ 110.00 $ 120.00 6/19/2007 1.0374 1.0101 0.9844 0.9619 0.9404 0.9278 0.9100 0.9058 0.8982 0.8922 0.8875 0.8838 0.8786 0.8753 0.8732 0.8718 6/15/2008 1.0598 1.0342 1.0064 0.9798 0.9529 0.9367 0.9137 0.9084 0.8988 0.8915 0.8859 0.8817 0.8761 0.8729 0.8710 0.8699 6/15/2009 1.0840 1.0683 1.0430 1.0119 0.9750 0.9512 0.9170 0.9094 0.8961 0.8867 0.8803 0.8760 0.8712 0.8691 0.8682 0.8678 6/15/2010 1.0917 1.0917 1.0917 1.0917 1.0917 1.0000 0.8664 0.8664 0.8664 0.8664 0.8664 0.8664 0.8664 0.8664 0.8664 0.8664 For purposes of applying the table above, if the Effective Date (or the date of an Optional Tax Conversion pursuant to Section 2.10 hereof) falls between the dates set forth under the heading “Effective Date” in the table above, or if the ADS Price falls between two amounts set forth in the other column headings in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower ADS Prices and effective dates, as applicable, based on a 365-day year.
Cash Acquisition Conversion Rate. The following table sets forth the cash acquisition conversion rate per share of mandatory convertible preferred stock for each hypothetical stock price and effective date set forth below: Stock Price on Effective Date Effective Date $14.00 $15.00 $17.50 $20.00 $25.00 $30.00 $35.00 $40.00 $45.00 $50.00 $75.00 $100.00 11/19/2007 59.2213 58.8767 58.3258 58.0679 57.9688 58.0618 58.1809 58.2817 58.3575 58.4121 58.5204 58.5411 11/15/2008 60.4749 59.9422 59.0455 58.5813 58.2927 58.3072 58.3759 58.4354 58.4767 58.5033 58.5432 58.5473 11/15/2009 62.4499 61.5412 59.9469 59.1076 58.5658 58.5076 58.5224 58.5360 58.5428 58.5458 58.5480 58.5480 11/15/2010 71.4286 66.6667 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 58.5480 If the stock price is in excess of $100.00 per share, then the cash acquisition conversion rate will be the minimum conversion rate, subject to anti-dilution adjustments. If the stock price is less than $14.00 per share, then the cash acquisition conversion rate will be the maximum conversion rate, subject to anti-dilution adjustments. Cash acquisition dividend make-whole payment: For any shares of mandatory convertible preferred stock that are converted during the cash acquisition conversion period, in addition to the shares of common stock issued upon conversion, the Company must, in its sole discretion, either (a) pay holders cash, to the extent it is legally permitted to do so, in an amount equal to the sum of (1) an amount equal to any accrued, cumulated and unpaid dividends on the mandatory convertible preferred stock, whether or not declared (including the pro rata portion of the accrued dividend for the then current dividend period), and (2) the present value of all remaining dividend payments on the mandatory convertible preferred stock through and including the mandatory conversion date (excluding the pro rata portion of the accrued dividend for the then current dividend period), in each case, out of legally available assets (the “cash acquisition dividend make-whole amount”), or (b) increase the number of shares of common stock to be issued on conversion by an amount equal to the cash acquisition dividend make-whole amount, divided by the stock price of shares of the Company’s common stock; provided that, in no event shall the Company increase the number of shares of common stock to be issued in excess of the amount equal to the cash acquisition dividend make-whole amount divided by $9.00, subject to anti-dilutio...
Cash Acquisition Conversion Rate means the conversion rate set forth in the table below for the Effective Date and the Stock Price applicable to Cash Acquisition Conversions during a Cash Acquisition Conversion Period:Effective Date $5.00 $7.50 $10.00 $12.40 $13.64 $14.88 $20.00 $30.00 $40.00 $50.00 $60.00 $70.00 November 7, 2007 7.3042 6.9479 6.7563 6.6672 6.6425 6.6270 6.6119 6.6349 6.6521 6.6607 6.6648 6.6670 November 15, 2008 7.6380 7.2375 6.9545 6.7986 6.7497 6.7158 6.6624 6.6673 6.6780 6.6827 6.6846 6.6854 November 15, 2009 7.9582 7.6717 7.2946 7.0139 6.9143 6.8416 6.7160 6.6981 6.7010 6.7020 6.7024 6.7026 November 15, 2010 8.0645 8.0645 8.0645 8.0645 7.3314 6.7204 6.7204 6.7204 6.7204 6.7204 6.7204 6.7204 If the Stock Price falls between two Stock Prices set forth in the table above, or if the Effective Date falls between two Effective Dates set forth in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower Stock Prices and Effective Dates, as applicable, based on a 365-day year.If the Stock Price is in excess of $70.00 per share (subject to adjustment), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate. If the Stock Price is less than $5.00 per share (subject to adjustment), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate.The Stock Prices in the column headings in the table above are subject to adjustment in accordance with the provisions of Section 14(c)(iv). The conversion rates set forth in the table above are each subject to adjustment in the same manner as each Fixed Conversion Rate as set forth in Section 14.
Cash Acquisition Conversion Rate means the Conversion Rate set forth in the table below for the applicable effective date of the Cash Acquisition and the applicable Cash Acquisition Stock Price (as Cash Acquisition Stock Prices in the column headings for the table below are adjusted pursuant to Section 14 hereof):Effective Date $20.00 $30.00 $40.00 $50.00 $61.25 $67.38 $73.50 $80.00 $90.00 $100.00 $125.00 $150.00 $300.00 March 28, 2007 1.3050 1.3652 1.3726 1.3658 1.3554 1.3502 1.3457 1.3416 1.3368 1.3334 1.3291 1.3281 1.3347 May 1, 2008 1.4252 1.4606 1.4508 1.4281 1.4026 1.3907 1.3806 1.3717 1.3611 1.3536 1.3436 1.3403 1.3435 May 1, 2009 1.5291 1.5508 1.5363 1.4993 1.4529 1.4306 1.4117 1.3954 1.3772 1.3653 1.3520 1.3489 1.3517 May 1, 2010 1.6327 1.6327 1.6327 1.6327 1.6327 1.4842 1.3605 1.3605 1.3605 1.3605 1.3605 1.3605 1.3605 If the Cash Acquisition Stock Price is in excess of $300.00 per share (as such amount is adjusted from time to time), then the Cash Acquisition Conversion Rate shall be the Minimum Conversion Rate. If the Cash Acquisition Stock Price is less than $20.00 per share (as such amount is adjusted from time to time), then the Cash Acquisition Conversion Rate shall be the Maximum Conversion Rate (as such amount is adjusted from time to time). If the effective date falls between the dates set forth under the heading “Effective Date” in the table above, or if the Cash Acquisition Stock Price falls between two amounts set forth in the table above, the Cash Acquisition Conversion Rate shall be determined by straight-line interpolation between the Cash Acquisition Conversion Rates set forth for the higher and lower Cash Acquisition Stock Prices and effective dates, as applicable, based on a 365 day year.