Fundamental Change Early Settlement definition

Fundamental Change Early Settlement has the meaning set forth in Section 5.05(b)(ii).

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Fundamental Change Early Settlement has the meaning set forth in the Purchase Contract and Pledge Agreement.

Fundamental Change Early Settlement means, in respect of any Purchase Contract, that the Holder of such Purchase Contract has elected to settle such Purchase Contract early pursuant to Section 4.07.

Examples of Fundamental Change Early Settlement in a sentence

A Holder of Treasury Units who does not, in the manner and at the times provided in the Purchase Contract and Pledge Agreement, make an effective Early Settlement or Fundamental Change Early Settlement, shall pay the Purchase Price, as described in the Purchase Contract and Pledge Agreement, for the shares of Common Stock to be issued under the related Purchase Contract from the proceeds of the Pledged Treasury Securities.
The Company shall at all times prior to the Purchase Contract Settlement Date reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock the maximum number of shares of Common Stock issuable against payment (including the maximum number of Make-Whole Shares issuable upon a Fundamental Change Early Settlement) in respect of all Purchase Contracts constituting a part of the Units evidenced by Outstanding Certificates.
Each Purchase Contract evidenced hereby obligates the Holder of this Treasury Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Unit of which such Purchase Contract is a part shall have occurred.
Pledged Treasury Securities deliverable upon such [Early Settlement] [Fundamental Change Early Settlement] will be transferred in accordance with the transfer instructions set forth below.
No fractional shares or scrip representing fractional shares of Common Stock shall be issued or delivered upon settlement on the Purchase Contract Settlement Date, or upon Early Settlement or Fundamental Change Early Settlement of any Purchase Contracts.
Upon the occurrence of a Fundamental Change, a Holder of Treasury Units may effect Fundamental Change Early Settlement of the Purchase Contracts underlying such Treasury Units pursuant to the terms of the Purchase Contract and Pledge Agreement in integral multiples of 20 Treasury Units.
Prior to the expiration of any Extension Period, the Company may further extend such Extension Period to any subsequent Contract Adjustment Payment Date, but not beyond the Purchase Contract Settlement Date (or any applicable Fundamental Change Early Settlement Date or Contract Adjustment Payment Date immediately preceding the Early Settlement Date, as the case may be).
Each Purchase Contract evidenced hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount, a number of shares of Common Stock equal to the Settlement Rate, unless an Early Settlement, a Fundamental Change Early Settlement or a Termination Event with respect to the Unit of which such Purchase Contract is a part shall have occurred.
Upon the occurrence of a Fundamental Change, a Holder of Corporate Units may effect Fundamental Change Early Settlement of the Purchase Contracts underlying such Corporate Units pursuant to the terms of the Purchase Contract and Pledge Agreement in integral multiples of 40 Corporate Units, or if the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Notes as a component of the Corporate Units, in integral multiples of 160,000 Corporate Units.
The option to effect [Early Settlement] [Fundamental Change Early Settlement] may be exercised only with respect to Purchase Contracts underlying Treasury Units in multiples of 20 Treasury Units or an integral multiple thereof.

More Definitions of Fundamental Change Early Settlement

Fundamental Change Early Settlement has the meaning set forth in Section 5.05(b)(ii). “Fundamental Change Early Settlement Date” has the meaning set forth in Section 5.05(b)(ii). “Fundamental Change Early Settlement Right” has the meaning set forth in Section 5.05(b)(ii). “Fundamental Change Exercise Period” has the meaning set forth in Section 5.05(b)(ii). “Global Certificate” means a Certificate that evidences all or part of the Units and is registered in the name of the Depository or a nominee thereof. “Global Note” has the meaning set forth in the Supplemental Indentures. “Guarantee” has the meaning set forth in the Indenture. “Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, July 5, 2006, 17 U.S.T. 401, 46 I.L.M. 649.

Fundamental Change Early Settlement. Rate” will be determined by reference to the table below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share for Common Stock in such Fundamental Change. If holders of Common Stock receive only cash in case of a Fundamental Change described in clause (2) of the definition of Fundamental Change, the Stock Price paid per share will be the cash amount paid per share. Otherwise, the Stock Price paid per share will be the average of the Closing Prices of the Common Stock on the five Trading Days prior to, but not including, the Effective Date of such Fundamental Change. March 30, 2009 3.4688 2.4067 1.7955 1.6892 1.6153 1.5623 1.5234 1.4942 1.4672 1.4208 1.4042 1.3929 1.3782 1.3583 1.3468 April 30, 2010 2.7136 2.0820 1.6613 1.5770 1.5170 1.4740 1.4431 1.4207 1.4010 1.3713 1.3624 1.3568 1.3494 1.3377 1.3301 April 30, 2011 2.0996 1.8215 1.5932 1.5239 1.4679 1.4255 1.3949 1.3736 1.3565 1.3367 1.3328 1.3305 1.3269 1.3198 1.3155 April 30, 2012 1.5625 1.5625 1.5625 1.5625 1.5625 1.5625 1.3889 1.3021 1.3021 1.3021 1.3021 1.3021 1.3021 1.3021 1.3021 The table above sets forth the hypothetical Stock Price and the Fundamental Change Early Settlement Rate per $25 Stated Amount of Units. The Stock Prices set forth in the first heading of the table above will be adjusted upon the occurrence of events requiring adjustments to the Fixed Settlement Rate pursuant to Section 5.05(a). The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Fixed Settlement Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Fixed Settlement Rate as so adjusted. The number of shares will be adjusted in the same manner as the Fixed Settlement Rate as set forth in Section 5.05(a). If the Stock Price or Effective Date applicable to a Fundamental Change is not expressly set forth on the table, then the Fundamental Change Early Settlement Rate will be determined as follows: (1) if the Stock Price is between two Stock Price amounts on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Early Settlement Rate will be determined by straight-line interpolation between the number of shares set forth for the higher and lower Stock Price amounts and the earlier and later Effective Dates, as applicabl...