Reference Shares definition

Reference Shares means, in respect of the exercise of Conversion Rights by a Bondholder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined in good faith by the Calculation Agent by dividing the principal amount of the Bonds which are the subject of the relevant exercise of Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Conditions 6(b)(i), 6(b)(ii), 6(b)(iii), 6(b)(iv), 6(b)(v) or 6(b)(ix) but on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means, in respect of the exercise of Conversion Rights by a holder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined by dividing the principal amount of Bonds which are the subject of the relevant exercise of Conversion Rights by such holder by the Conversion Price in effect on the relevant Conversion Date.

Reference Shares means such number and type of equity securities as shall constitute “Reference Shares” from time to time pursuant to the terms of the Liberty Indenture.

Examples of Reference Shares in a sentence

• Where Conversion Rights shall have been exercised, the Issuer shall deliver to the relevant Bondholder or Bondholders such number of Shares equal to the Reference Shares in respect of such exercise, thereby satisfying by way of set off the obligation to pay up the issue price of the Shares (which issue price shall be equal to the principal amount of the Bonds to be converted).

• If a Conversion Right in respect of more than one Bond is exercised at any one time such that Shares to be issued and delivered in respect of such exercise are to be delivered to the same person, the number of Shares to be issued and delivered in respect thereof shall be calculated by the Calculation Agent on the basis of the aggregate principal amount of such Bonds, and rounded down to the nearest whole number of Shares in accordance with, and subject to, the definition of Reference Shares.

• The following tables are based on the assumption that most of the price returns for the Reference Shares will increaseduring the 8-year term and the FX Rate fluctuation will positively impact the Reference Share Returns.

• Following the exercise of Conversion Rights by a Bondholder, the Issuer shall deliver, or procure the delivery, to the relevant Bondholder or Bondholders the Reference Shares (if any) on or before the relevant Delivery Date by crediting the account with the financial institution specified by in the relevant Conversion Notice with the Reference Shares.

• If Euronext Amsterdam is not the Relevant Exchange, then delivery of the Reference Shares following the exercise of Conversion Rights shall be made in such manner and through such clearing system or depositary or other arrangement or facility as may be customary at the relevant time for delivery and settlement of transactions in the Shares on the Relevant Exchange at such time, as may be notified by the Issuer to Bondholders.

More Definitions of Reference Shares

Reference Shares means the Long Reference Shares and the Short Reference Shares; "Valuation Date" means any of the following, as applicable:

Reference Shares means, in respect of the exercise of Exchange Rights by a Bondholder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined in good faith by the Calculation Agent by dividing the principal amount of the Exchangeable Bonds which are the subject of the relevant exercise of Exchange Rights by the Exchange Price in effect on the relevant Exchange Date, except that where the Exchange Date falls on or after the date an adjustment to the Exchange Price takes effect pursuant to Conditions 6(c)(i), 6(c)(ii), 6(c)(iii), 6(c)(iv), 6(c)(v) or 6(c)(ix) in circumstances where the Registration Date falls on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then (provided the Parent is able to confer the benefit of the relevant consolidation, reclassification, redesignation or subdivision, Dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Ordinary Shares to be issued or transferred and delivered to such Bondholder in respect of the relevant exercise of Exchange Rights) the Exchange Price in respect of such exercise shall be such Exchange Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means a bookkeeping entry recorded in the DSU Account of each Designated Participant to evidence the number of Common Shares notionally covered by a DSU, where each Reference Shares has the same value as one Common Share;

Reference Shares means all voting securities of the Company that are (without duplication):

Reference Shares means, in respect of the exercise of Conversion Rights by a Bondholder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined by dividing the Converted Bonds by the Conversion Price in effect on the relevant Conversion Date except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Conditions 6(b)(i), 6(b)(ii), 6(b)(iii), 6(b)(iv), 6(b)(v) or 6(b)(ix) but prior to the record date or other due date for establishment of entitlement in respect of the relevant Dividend or issue or grant (as the case may be) giving rise to such adjustment, then provided the Issuer is or, as the case may be, would be able to confer the benefit of relevant Dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Ordinary Shares to be issued or transferred and delivered (or which, had an Alternative Settlement Election (specifying Physical Settlement) been made in respect of the relevant exercise of Conversion Rights, would have been required to be issued or transferred and delivered) to such Bondholder in respect of the relevant exercise of Conversion Rights, the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means the shares of common stock included in the Reference Basket, as described under “Reference Basket”.

Reference Shares means the shares of common stock and other securities comprising the Share Portfolio.