Fundamental Change Early Settlement Rate has the meaning set forth in Section 4.07(f).
Fundamental Change Early Settlement Rate shall be determined by the Company by reference to the table below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the stock price (the “Stock Price”) in the Fundamental Change, which shall be:
(i) in the case of a Fundamental Change described in clause (ii) of the definition thereof in which holders of shares of Common Stock receive only cash in the Fundamental Change, the cash amount paid per share of Common Stock; and
(ii) in all other cases, the average of the Daily VWAPs of the Common Stock on each of the 10 consecutive Trading Days ending on and including the Trading Day immediately preceding the Effective Date.
Fundamental Change Early Settlement Rate shall 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 stock price (the “Stock Price”) in the Fundamental Change, which shall be determined as follows:
(i) in the case of a Fundamental Change described in sub-clause (A) or (B) of clause (ii) of the definition thereof in which holders of shares of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock; and
(ii) in all other cases, the Stock Price shall be the average of the Closing Prices per share of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day preceding the Effective Date.
Examples of Fundamental Change Early Settlement Rate in a sentence
These calculations include, but are not limited to, determination of the applicable Mandatory Settlement Rate, the Fixed Settlement Rates, the Early Settlement Rate, the Early Mandatory Settlement Rate, the Fundamental Change Early Settlement Rate, the Applicable Market Value, the Closing Price and the VWAP, as the case may be.
Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Corporate Units to purchase at the Purchase Price, and the Company to sell, a number of newly issued shares of Common Stock equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable Fundamental Change Early Settlement Rate (in the case of a Fundamental Change Early Settlement).
Each Purchase Contract evidenced hereby that is settled through Early Settlement or Fundamental Change Early Settlement shall obligate the Holder of the related Treasury Units to purchase at the Purchase Price and the Company to sell, a number of newly issued shares of Common Stock equal to the Minimum Settlement Rate (in the case of an Early Settlement) or applicable Fundamental Change Early Settlement Rate (in the case of a Fundamental Change Early Settlement).
The notice shall set forth, among other things, (i) the applicable Fundamental Change Early Settlement Rate, (ii) the kind and amount of the cash, securities and other consideration receivable by the Holder upon settlement and (iii) the deadline by which each Holder’s Fundamental Change Early Settlement Right must be exercised.
These calculations include, but are not limited to, determination of the applicable Settlement Rate, the Fixed Settlement Rates, the Early Settlement Rate, the Early Mandatory Settlement Rate, the Merger Redemption Rate, the Fundamental Change Early Settlement Rate, the Applicable Market Value, the Redemption Market Value, the Market Value and the Daily VWAP, as the case may be.
More Definitions of Fundamental Change Early Settlement Rate
Fundamental Change Early Settlement Rate shall be determined by the Company by reference to the table set forth in Section 4.05(f), based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the stock price (the “Stock Price”) in the Fundamental Change, which shall be:
(i) in the case of a Fundamental Change described in clause (ii) of the definition thereof in which holders of shares of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock; and
(ii) in all other cases, the Stock Price shall be the average of the Daily VWAP of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Effective Date.
Fundamental Change Early Settlement Rate means the sum of the applicable Settlement Rate and the amount of Make-Whole Shares, determined pursuant to Section 5.05(b)(ii) and Section 5.05(b)(iii).
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 such 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. $3.00 7.3751 6.9431 6.4345 5.5866 $6.00 6.1860 6.0477 5.8511 5.5866 $8.95 5.5866 5.5866 5.5866 5.5866 $9.62 5.6804 5.5892 5.4415 5.1968 $10.29 5.6204 5.5326 5.3862 4.8579 $15.00 5.3428 5.2703 5.1373 4.8579 $20.00 5.1863 5.1274 5.0217 4.8579 $25.00 5.0942 5.0475 4.9680 4.8579 $30.00 5.0351 4.9986 4.9393 4.8579 $35.00 4.9947 4.9663 4.9215 4.8579 $40.00 4.9658 4.9437 4.9093 4.8579 $45.00 4.9443 4.9271 4.9003 4.8579 The table above sets forth the hypothetical Stock Price and the Fundamental Change Early Settlement Rate per $50 Stated Amount of Units. The Stock Prices set forth in the first column 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 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 applicable, based on a 365-day year;
(2) if the Stock Price is in excess of $45.00 per share (subject to adjustment), then the Fundamental Change Early...
Fundamental Change Early Settlement Rate shall be determined by reference to the table set forth below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the stock price (the “Stock Price”) in the Fundamental Change, which means: (A) in the case of a Fundamental Change described in clause (ii) of the definition of such term where holders of the Ordinary Shares receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share; or (B) otherwise, the Stock Price shall be the average of the Closing Price of the Ordinary Shares over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. The following table sets forth the Stock Price and Fundamental Change Early Settlement Rate per $25 of Stated Amount of Units: August 5, 2008 August 15, 2009 August 15, 2010 Xxxxxx 00, 0000 $10.0 2.2724 2.0544 1.8182 1.5625 $13.0 2.1086 1.9409 1.7592 1.5625
Fundamental Change Early Settlement Rate shall 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 stock price (the “Stock Price”) in the Fundamental Change, which shall be:
(i) in the case of a Fundamental Change in which Holders of shares of Common Stock receive only cash in the Fundamental Change, the Stock Price shall be the cash amount paid per share of Common Stock; and
(ii) in all other cases, the Stock Price shall be the average of the daily VWAP of the Common Stock on the 10 Trading Days immediately prior to but not including the Effective Date.
Fundamental Change Early Settlement Rate shall be determined by reference to the table set forth below, based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the share price (the “Share Price”) in the Fundamental Change, which means: (A) in the case of a Fundamental Change described in clause (ii) of the definition of such term and holders of the Common Shares receive only cash in the Fundamental Change, the Share Price shall be the cash amount paid per share; or (B) otherwise, the Share Price shall be the average of the Closing Prices of the Common Shares over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Fundamental Change. The following table sets forth the Share Price and Fundamental Change Early Settlement Rate per $50 of Stated Amount of Units: $ 6.00 5.6343 5.3504 5.0133 4.5455 $ 8.00 5.0413 4.8692 4.7094 4.5455 $ 10.00 4.6717 4.5278 4.4041 4.5455 $ 11.00 4.5476 4.4079 4.2794 4.5455 $ 12.00 4.4535 4.3172 4.1829 4.1667 $ 12.93 4.3872 4.2549 4.1185 3.8685 $ 15.00 4.2896 4.1691 4.0413 3.8685 $ 17.50 4.2272 4.1231 4.0138 3.8685 $ 20.00 4.1933 4.1031 4.0065 3.8685 $ 25.00 4.1548 4.0810 3.9930 3.8685 $ 30.00 4.1266 4.0603 3.9766 3.8685 $ 40.00 4.0794 4.0221 3.9508 3.8685 $ 50.00 4.0432 3.9936 3.9344 3.8685 $ 60.00 4.0163 3.9734 3.9235 3.8685 $ 75.00 3.9878 3.9526 3.9125 3.8685 $ 100.00 3.9583 3.9316 3.9015 3.8685 The exact Share Prices and Effective Dates may not be set forth in the table above, in which case:
Fundamental Change Early Settlement Rate shall be determined by the Company by reference to the table in Section 4.07(g), based on the date on which the Fundamental Change occurs or becomes effective (the “Effective Date”) and the unit price (the “Unit Price”) in the Fundamental Change, which shall be:
(i) in the case of a Fundamental Change described in clause (b) of the definition thereof in which all holders of WGP Common Units receive only cash in exchange for their WGP Common Units in such Fundamental Change, the cash amount paid per WGP Common Unit; and
(ii) in all other cases, the average of the Daily VWAPs of WGP Common Units (or, if applicable, WGP Exchange Property) over the 20 consecutive Trading Day period beginning on, and including, the third Trading Day immediately following the Effective Date.