Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of (1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety, (3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or (4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 8 contracts
Sources: Purchase Contract Agreement (Northrop Grumman Corp /De/), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Hawaiian Electric Industries Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or with which such statutory exchange of securities was effected or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 8 contracts
Sources: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Amerus Group Co/Ia)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 5 contracts
Sources: Purchase Contract Agreement (Keyspan Trust Iii), Purchase Contract Agreement (Keyspan Trust I), Purchase Contract Agreement (Dominion Resources Inc /Va/)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 4 contracts
Sources: Purchase Contract Agreement (Ingersoll Rand Co), Purchase Contract Agreement (Cendant Capital Iii), Purchase Contract Agreement (Cendant Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Units will receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Stock Purchase Date) per share Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Unit Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 4 contracts
Sources: Master Unit Agreement (Amerus Life Holdings Inc), Master Unit Agreement (Monsanto Co), Master Unit Agreement (Life Re Capital Trust Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Forward Purchase Contract forming a part of a an Equity Unit or Stripped Unit, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Forward Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 3 contracts
Sources: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (Aep Capital Trust Iii), Forward Purchase Contract Agreement (American Electric Power Co Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or;
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non“non-electing Share"share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-non- electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
(2) In the event of a consolidation or merger of the Company with or into another Person, any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) in which 30% or more of the total consideration paid to the Company’s shareholders consists of cash or cash equivalents, then a Holder of a Security may settle his Purchase Contract for cash as described in Section 5.4(a)(i) or 5.4(d)(i) hereof, as applicable, during the one week period beginning on the twenty-third Trading Day following the closing date of such merger (the “Early Settlement Week”), at the applicable Settlement Rate. For the purposes of this Section, the twenty-third Trading Day after the closing of the merger or consolidation shall be deemed to be the Purchase Contract Settlement Date for the purpose of determining the Applicable Market Value and the deadline for submitting the notice to settle early and the related cash payment shall be 5:00 p.m. (New York City time) of the last Business Day of the Early Settlement Week.] All calculations and determinations pursuant to this Section 5.6 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.
Appears in 3 contracts
Sources: Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Energy Supply LLC)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
, (2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or any binding share exchange which reclassifies or changes its outstanding Common Stock, or
or (4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), ,
(i) each share of Common Stock covered by each Stock Purchase Contract forming a part of a Common Equity Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Stock Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (iA) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (iiB) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section 5.04 the kind and amount of securities, cash and other property receivable upon such Reorganization Event by in respect of each Non-electing Share shall be deemed to be the kind and amount so receivable per share of Common Stock by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Common Equity Unit shall have the rights provided by this Section 5.65.04. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
Appears in 3 contracts
Sources: Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc), Stock Purchase Contract Agreement (Metlife Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), each share of Common Stock covered by each Forward Purchase Contract forming a part of a Unit Equity Units or Stripped Equity Units, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Forward Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("“Non-electing Share"”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit Units shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 3 contracts
Sources: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 3 contracts
Sources: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (Nipsco Industries Inc), Purchase Contract Agreement (Polaroid Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or any binding share exchange which reclassifies or changes its outstanding Ordinary Shares, or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock Ordinary Share covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock Ordinary Share by a holder of Common Stock Ordinary Shares that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Ordinary Shares held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Ordinary Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share Ordinary Share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 3 contracts
Sources: Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate or Early Settlement Rate, as applicable, in effect, will be adjusted to provide that each share Holder of Common Stock covered by PIES will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit PIES shall have the rights provided by this Section 5.65.5(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
(c) All calculations and determinations pursuant to this Section 5.5 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Sierra Pacific Resources /Nv/), Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), the Settlement Rate or Early Settlement Rate, as applicable, in effect, will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non“non-electing Share"share”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit shall have the rights provided by this Section 5.65.5(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Amerigroup Corp), Purchase Contract Agreement (Amerigroup Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-non- electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Cendant Capital V), Purchase Contract Agreement (Cendant Capital V)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a an Equity Security Unit or Stripped Unit, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (El Paso Corp/De), Purchase Contract Agreement (El Paso Corp/De)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share of Common Stock by a holder Holder of Common Stock that (i) the number of Ordinary Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Ordinary Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Ordinary Shares held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Ordinary Share held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Ace LTD), Purchase Contract Agreement (Ace LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/), Purchase Contract Agreement (Texas Utilities Co /Tx/)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or;
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-non- electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
(2) In the event of a consolidation or merger of the Company with or into another Person, any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock) in which 30% or more of the total consideration paid to the Company's shareholders consists of cash or cash equivalents, then a Holder of a Security may settle his Purchase Contract for cash as described in Section 5.4(a)(i) or 5.4(d)(i) hereof, as applicable, during the one week period beginning on the twenty-third Trading Day following the closing date of such merger (the "Early Settlement Week"), at the applicable Settlement Rate. For the purposes of this Section, the twenty-third Trading Day after the closing of the merger or consolidation shall be deemed to be the Purchase Contract Settlement Date for the purpose of determining the Applicable Market Value and the deadline for submitting the notice to settle early and the related cash payment shall be 5:00 p.m. (New York City time) of the last Business Day of the Early Settlement Week.] All calculations and determinations pursuant to this Section 5.6 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Pp&l Capital Funding Trust I), Purchase Contract Agreement (Pp&l Capital Funding Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Units will receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Stock Purchase Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Anthem Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (except as otherwise specifically provided, without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or with which such statutory exchange of securities was effected or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Great Plains Energy Inc), Purchase Contract Agreement (Great Plains Energy Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another Person entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company or any Company Successor with another Person corporation (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event any Company Successor (any such eventevent described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), each share the Exchange Rate shall be adjusted so that on the Exchange Date Purchaser shall receive, in lieu of the Contract Shares, cash in an amount equal to the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount (if any) and (y)(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, _________ multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if any Marketable Securities are received by holders of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after in such Reorganization Event, be converted for purposes Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the Purchase Contract into the kind and amount following paragraph) of securitiesMarketable Securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is but not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was madeexceeding, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates percentage of the Company and non-Affiliatestotal consideration required to be delivered, and (ii) failed to exercise his rights the percentage of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior total Transaction Value attributable to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization EventsMarketable Securities.
Appears in 2 contracts
Sources: Purchase Agreement (Second Automatic Common Exchange Security Trust), Purchase Agreement (Automatic Common Exchange Security Trust Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof (or upon any Early Settlement), after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share of Common Stock by a holder of the number of shares of Common Stock that (i) issuable on account of each Purchase Contract if the Purchase Contract Settlement Date or the Early Settlement Date, as the case may be, had occurred immediately prior to such Reorganization Event assuming such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires or leases the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Duke Energy Corp), Purchase Contract Agreement (Duke Energy Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization EventREORGANIZATION EVENT"), each share Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of shares of Common Stock deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "EXCHANGE PROPERTY"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NonNON-electing ShareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, that results in the event minimum amount of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of Exchange Property being delivered under such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization EventsPurchase Contract.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Hartford Financial Services Group Inc/De), Purchase Contract Agreement (Hartford Financial Services Group Inc/De)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Units will receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Stock Purchase Date) per share Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Unit Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Master Unit Agreement (Providian Financing Iv), Master Unit Agreement (Ati Financing Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the applicable Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock such Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Texas Utilities Co /Tx/), Purchase Contract Agreement (Texas Utilities Co /Tx/)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock Share covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Share Purchase DateDate per Common Share) per share of Common Stock by a holder of Common Stock Shares that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Shares held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share Common Share by a plurality of the Non-electing Shares). On the Stock Share Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Share Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Platinum Underwriters Holdings LTD), Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. In If, after the event of
date of this Agreement, (1) there occurs (A) any consolidation or merger of the Company with or into another Person Person; (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
; (3C) any statutory exchange of securities of the Company with another Person or any binding share exchange which reclassifies or changes its outstanding Common Stock (other than a change in connection with par value, or from par value to no par value, or from no par value to par value, or a merger reorganization effected solely to change the Company’s jurisdiction of organization); or acquisition), or
(4D) any liquidation, dissolution or winding up of the Company Company, other than as a result of or after the occurrence of a Termination Event (any such eventevent in clauses (A) through (D), inclusive, a "“Reorganization Event"”); and (2) pursuant to such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, at and after the effective time of such Reorganization Event, the obligation of the Company to deliver, and the obligation of each Holder to purchase, each share of Common Stock covered by upon settlement of each Stock Purchase Contract forming a part of a Unit immediately prior on each Stock Purchase Date shall be changed to such Reorganization Event shall, after such Reorganization Event, be converted for purposes the obligation of the Purchase Contract into Company to deliver, and the obligation of each Holder to purchase, the kind and amount of securitiescash, cash and securities or other property receivable in such Reorganization Event (collectively, “Reference Property”) (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Stock Purchase Date) per receivable pursuant to such Reorganization Event by a holder (the “Representative Holder”) of one (1) share of Common Stock by a holder of Common Stock that who (iA) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (iiB) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event Reference Property (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event Reference Property is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof and in respect of which thereof) who has not exercised such rights of election shall not have been exercised ("“Non-electing Electing Share"”), then for the purpose of this Section 5.4(b), the kind and amount of securities, cash and other property receivable upon such Reorganization Event by Reference Property in respect of each Non-electing Electing Share shall be deemed to be the kind weighted average of the kinds and amount so amounts of Reference Property receivable per share by a plurality of the Common Stock pursuant to such Reorganization Event in respect of all Non-electing Electing Shares). On After such Reorganization Event, the Applicable Market Value shall be measured based on the value of a unit of Reference Property (a “Reference Property Unit”) receivable pursuant to such Reorganization Event by a Representative Holder of one (1) share of Common Stock. Following a Reorganization Event, references herein to the purchase or delivery of shares of Common Stock pursuant to Stock Purchase Contracts shall be construed to be references to the purchase or delivery of Reference Property, and references to the purchase or delivery of a specified number of shares of Common Stock upon settlement of the Stock Purchase Date, the Settlement Rate then in effect will Contracts shall be applied construed to be references to the value on purchase and delivery of the Stock Purchase Date same number of such securities, cash or other propertyReference Property Units. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, therewith shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Common Equity Unit shall have the rights provided by this Section 5.65.4(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.4. The above provisions of this This Section 5.4(b) shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Metlife Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.5. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Affiliated Managers Group Inc), Purchase Contract Agreement (Affiliated Managers Group Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock such Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Oneok Inc /New/), Purchase Contract Agreement (Txu Capital Iv)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("“Non-electing Share"”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Purchase Contract Agreement (Northwest Natural Gas Co), Purchase Contract Agreement (Ameren Capital Trust Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing Continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 2 contracts
Sources: Stock Purchase Contract Agreement (CCC Capital Trust Ii), Stock Purchase Contract Agreement (Heftel Capital Trust Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization EventREORGANIZATION EVENT"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof (or upon any Early Settlement), after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization EventEvent described in clauses (i)-(iv) above, the Person formed by such consolidation, merger or exchange or the Person which acquires or leases the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.06. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kansas City Southern Industries Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorgani zation Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.of
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share Holder of Common Units will thereafter be entitled to receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the number of Common Shares issuable on account of such Purchase Contract if the Stock Purchase Date) per share Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock by a holder of Common Stock that (i) Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Unit Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Units shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A), (B), (C) and (D), a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Company's stockholders consists of cash or cash equivalents (a "Cash Merger"), then a Holder of a Unit may settle ("Cash Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. In addition, if a Holder effects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Cash Merger Early Settlement. Corporate Units Holders and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 40 Corporate Units or Treasury Units, as the case may be. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of 40,000 Corporate Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event 48 (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a an Equity Security Unit or Stripped Equity Security Unit, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In If, after the event of
date of this Agreement, (1) there occurs (A) any consolidation or merger of the Company with or into another Person Person; (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
; (3C) any statutory exchange of securities of the Company with another Person or any binding share exchange which reclassifies or changes its outstanding Common Stock (other than a change in connection with par value, or from par value to no par value, or from no par value to par value, or a merger reorganization effected solely to change the Company’s jurisdiction of organization); or acquisition), or
(4D) any liquidation, dissolution or winding up of the Company Company, other than as a result of or after the occurrence of a Termination Event (any such eventevent in clauses (A) through (D), inclusive, a "“Reorganization Event"”); and (2) pursuant to such Reorganization Event, the Common Stock is converted into or exchanged for, or constitutes solely the right to receive, cash, securities or other property, then, at and after the effective time of such Reorganization Event, the obligation of the Company to deliver, and the obligation of each Holder to purchase, each share of Common Stock covered by upon settlement of each Stock Purchase Contract forming a part of a Unit immediately prior on each Stock Purchase Date shall be changed to such Reorganization Event shall, after such Reorganization Event, be converted for purposes the obligation of the Purchase Contract into Company to deliver, and the obligation of each Holder to purchase, the kind and amount of securitiescash, cash and securities or other property receivable in such Reorganization Event (collectively, “Reference Property”) (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Stock Purchase Date) per receivable pursuant to such Reorganization Event by a holder (the “Representative Holder”) of one (1) share of Common Stock by a holder of Common Stock that who (iA) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person Person, to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (iiB) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event Reference Property (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event Reference Property is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person (other than a Constituent Person or an Affiliate thereof and in respect of which thereof) who has not exercised such rights of election shall not have been exercised ("“Non-electing Electing Share"”), then for the purpose of this Section 5.4(b), the kind and amount of securities, cash and other property receivable upon such Reorganization Event by Reference Property in respect of each Non-electing Electing Share shall be deemed to be the kind weighted average of the kinds and amount so amounts of Reference Property receivable per share by a plurality of the Common Stock pursuant to such Reorganization Event in respect of all Non-electing Electing Shares). On After such Reorganization Event, the Applicable Market Value shall be measured based on the value of a unit of Reference Property (a “Reference Property Unit”) receivable pursuant to such Reorganization Event by a Representative Holder of one (1) share of Common Stock. Following a Reorganization Event, references herein to the purchase or delivery of shares of Common Stock pursuant to Stock Purchase Contracts shall be construed to be references to the purchase or delivery of Reference Property, and references to the purchase or delivery of a specified number of shares of Common Stock upon settlement of the Stock Purchase Date, the Settlement Rate then in effect will Contracts shall be applied construed to be references to the value on purchase and delivery of the Stock Purchase Date same number of such securities, cash or other propertyReference Property Units. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, therewith shall execute and deliver to the Stock Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Common Equity Unit shall have the rights provided by this Section 5.65.4(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.4. The above provisions of this This Section 5.4(b) shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization EventREORGANIZATION EVENT"), 57 each share Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of Common Stock deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "EXCHANGE PROPERTY"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NonNON-electing ShareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then that results in effect will the minimum amount of Exchange Property being delivered under such Purchase Contract. For purposes of this Section 5.04(b)(1) and Section 5.04(b)(2), the term "Adjusted Applicable Market Value" shall be applied deemed to refer to the "Adjusted Applicable Market Value" of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that comprise all or part of the Exchange Property, based on the Stock Purchase Date Closing Price of such securities, (B) in the case of any cash that comprises all or other property. In part of the event Exchange Property, based on the amount of such a Reorganization Event, cash and (C) in the Person formed by such consolidation, merger case of any other property that comprises all or exchange or the Person which acquires the assets part of the Company orExchange Property, in based on the event value of such property, as determined by a liquidation or dissolution of the Company, nationally recognized independent investment banking firm retained by the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by for this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.purpose;
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable, the Settlement Rate then in effect will be applied to the value on the Fixed-Share Stock Purchase Date or the Variable-Share Stock Purchase Date, as applicable, of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which that acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A),(B),(C) and (D), a "“Reorganization Event"”), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the maximum number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event (the “Exchange Property”). The kind and amount of Exchange Property will be determined assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non“non-electing Share"share”), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(ii), a variable amount based upon the applicable Settlement Rate and the Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then that results in effect will the minimum amount of Exchange Property being delivered under such Purchase Contract. For purposes of this Section 5.04(b)(i) and Section 5.04(b)(ii), the term “Applicable Market Value” shall be applied deemed to refer to the “Applicable Market Value” of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, based on the Stock Purchase Date Closing Price of such securities, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that composes all or part of the Exchange Property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that prior to the separation of the Rights or any similar stockholder rights from the Common Stock, such Rights or similar stockholder rights shall be deemed to have no value. The term “Closing Price” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. The term “Trading Day” shall be deemed to refer to any publicly traded securities that comprise all or part of the Exchange Property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Company’s shareholders consists of cash or cash equivalents (a “Cash Merger”), then a Holder of a Unit may settle (“Cash Merger Early Settlement”) its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its best efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. If a Holder elects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments including and any Deferred Contract Adjustment Payments, with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by such Holder to effect such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the “Cash Merger Early Settlement Date”), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder, including the amount of Contract Adjustment Payments and Deferred Contract Adjustment Payments receivable, upon settlement. Corporate Units Holders and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 20 Corporate Units or Treasury Units, as the case may be. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of 12,800 Corporate Units or such other number of Corporate Units as may be determined by the Remarketing Agent following a Successful Remarketing of the Senior Notes if the Reset Date is not a Payment Date. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01 shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m., New York City time, on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the sum of:
(i) product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement, less
(ii) the amount of any accrued and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments. Upon receipt of such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the related Purchase Price pursuant to the terms of the related Purchase Contracts, and notify the Collateral Agent that all the conditions necessary for a Cash Merger Early Settlement by a Holder of Units have been satisfied pursuant to which the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price. Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Pledged Senior Notes or the Pledged Applicable Ownership Interests in the case of a Holder of Corporate Units or (2) Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of (x) the Stated Amount times (y) the number of Purchase Contracts as to which such Holder has elected to effect Cash Merger Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests or Pledged Senior Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).
Appears in 1 contract
Sources: Purchase Contract and Pledge Agreement (Southern Union Co)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Units will receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Stock Purchase Date had occurred immediately 42 48 prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit Security shall have the rights provided by this Section 5.65.4. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Metlife Capital Trust I)
Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of
of (1i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another Person entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety,
, (3iii)(x) any statutory exchange of securities of the Company or any Company Successor with another Person corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Successor Company, including pursuant to any plan of arrangement or similar scheme with the Company's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation, amalgamation or merger or acquisitionreferred to in clause (i) immediately above), or
or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event any Company Successor (any such eventevent described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), each share Seller shall deliver on the Exchange Date, in lieu of Common Stock covered by each Purchase the Contract forming a part of a Unit immediately Shares, cash in an amount (the "Basic Reorganization Event Amount") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to such Reorganization Event shall, after the time of such Reorganization Event, be converted for purposes multiplied by the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)
(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, 0.8403 multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Purchase Contract into Class A Common Stock in the kind and amount of securities, cash and other property receivable in such Reorganization Event (without the "Merger Consideration") includes any interest thereonMarketable Securities, and without Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.
(b) Notwithstanding Section 6.2(a), if at least 30% of the Merger Consideration in any right to dividends Reorganization Event consists of cash or distribution thereon which have cash equivalents (a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that "Cash Merger"), then Seller shall be required (i) is not a Person with which within five Business Days after Seller receives the Company consolidated or into which Merger Consideration, to deliver the Company merged or which merged into the Company or Accelerated Portion to which such sale or transfer was madePurchaser, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person provided that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such Reorganization Event provides for different treatment other property, cash in an amount equal to the Value of Common Stock held by Affiliates of the Company and non-Affiliates, such other property; and (ii) failed on the Exchange Date, to exercise his rights deliver to Purchaser the number of election, if any, as Marketable Securities equal to the kind or amount product of securities(x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, cash adjusted as described in the next sentence, and other property receivable upon the provisions of Section 2.3(c) shall apply mutatis mutandis to such Reorganization Event (Marketable Securities, provided that if Seller may exercise the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and Cash Settlement Alternative in respect of such Marketable Securities, in which case Section 2.3(d) shall apply mutatis mutandis to such rights Marketable Securities. For purposes of election calculating such Exchange Rate, (A) the Initial Price and Appreciation Threshold Price shall not have been exercised ("Non-electing Share")each be adjusted by multiplying the Initial Price or Appreciation Threshold Price, as applicable, as then for in effect, by a fraction, the purpose numerator of this Section which is the kind Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and amount the denominator of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share which shall be deemed to the Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the kind Exchange Rate (computed on the basis of the adjusted Initial Price and amount so receivable per share Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a plurality fraction, the numerator of which is the aggregate Value of the Non-electing Shares). On Marketable Securities included in the Stock Purchase DateMerger Consideration received in exchange for a single Ordinary Share, and the Settlement Rate then denominator of which is the Value of a share of the Marketable Securities included in effect will be applied to the value Merger Consideration on the Stock Purchase Date of such securities, cash or other property. In date the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization EventsCash Merger is closed.
Appears in 1 contract
Sources: Purchase Agreement (Tenth Automatic Common Exchange Security Trust)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock Ordinary Share covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock Ordinary Share by a holder of Common Stock Ordinary Shares that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Ordinary Shares held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Ordinary Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share Ordinary Share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of shares of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("“Non-electing Share"”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share of Common Stock by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock Share covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Share Purchase Date) Date per share of Common Stock Stock) by a holder of Common Stock Shares that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Shares held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share Common Share by a plurality of the Non-electing Shares). On the Stock Share Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Share Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of 53 61 or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Kennametal Financing I)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.in
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held 45 by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock such Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or with which such statutory exchange of securities was effected or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (FPL Group Capital Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a consolidation or merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the consolidation or merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company in connection with a conversion of the Company's common stock into securities, cash or other than as a result of or after the occurrence of a Termination Event property (any such event, a "Reorganization Event"), the Purchase Contracts will be adjusted to provide that each share Holder of Common Stock covered by Normal Units and Stripped Units will receive, upon settlement of each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if such settlement had occurred immediately prior to such Reorganization Event, assuming (A) such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided provided, that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Shares). On shares) and (B) the Applicable Market Value used to calculate Settlement Price equaled (I) in the case of a settlement on the Early Settlement Date for such Reorganization Event, the average of the Closing Prices per share of Common Stock Purchase during the 20 consecutive Trading Day period ending on and including the last Trading Day before the date of consummation of the Reorganization Event, and (II) in the case of a settlement on the Final Settlement Date, the Package Value. "Package Value" means (i) the amount of any cash and the fair market value at the Final Settlement Rate then Date (as reasonably determined in effect will be applied to good faith by the value Board of Directors of the Company) of any non-cash consideration (other than Marketable Securities) received per share of Common Stock in the Reorganization Event plus (ii) the average of the Closing Prices of each type of Marketable Securities (if any) received in the Reorganization Event during the 20 consecutive Trading Day period ending on and including the Stock Purchase last Trading Day before the Final Settlement Date times the number of securities of such securities, cash type received per share of Common Stock in the Reorganization Event. "Marketable Securities" means any securities (whether voting or other propertynon-voting) listed on a U.S. national securities exchange or reported by the NASDAQ National Market. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Unit Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Master Unit Agreement (Southern Co)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing Continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.06. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (Radio One Licenses LLC)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Share Purchase Contract Settlement Date with respect to each Share Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Share Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Share Purchase Contract if the Share Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or with which such statutory exchange of securities was effected or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Share Purchase Contract Agreement (Firstenergy Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate or Early Settlement Rate, as applicable, in effect, will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share of Common Stock by a holder Holder of Common Stock that (i) the number of Ordinary Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Ordinary Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Ordinary Shares held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Ordinary Shares held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit shall have the rights provided by this Section 5.65.5(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Endurance Specialty Holdings LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A), (B), (C) and (D), a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which __% or more of the total consideration paid to the Company's stockholders consists of cash or cash equivalents (a "Cash Merger"), then a Holder of a Unit may settle ("Cash Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. In addition, if a Holder effects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Cash Merger Early Settlement. Corporate Units Holders and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of __ Corporate Units or Treasury Units, as the case may be. If the Treasury Portfolio has replaced the Subordinated Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of ______ Corporate Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Subordinated Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of 38- securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A), (B), (C) and (D), a "Reorganization Event"), each share Holder will receive, in lieu of shares of Common Stock covered by Stock, on the Purchase Contract Settlement Date or any Early Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which if such dividends or distributions have a record date that is prior to the Stock Purchase Contract Settlement Date) per by a Holder of one share of Common Stock (the "Exchange Property"), multiplied by a the applicable Settlement Rate. The kind and amount of Exchange Property will be determined assuming such holder of one Share of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On For purposes of determining the Stock Purchase Dateapplicable Settlement Rate under this Section 5.04(b)(i) and Section 5.04(b)(ii), the Settlement Rate then in effect will term "Applicable Market Value" shall be applied deemed to refer to the "Applicable Market Value" of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, based on the Stock Purchase Date Closing Price of such securities, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that composes all or part of the Exchange Property, based on the value of such property, as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that prior to the separation of the Rights or any similar stockholder rights from the Common Stock, such Rights or similar stockholder rights shall be deemed to have no value. For the purposes of this paragraph only, the term "Closing Price" shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property and the term "Trading Day" shall be deemed to refer to any publicly traded securities that comprise all or part of the Exchange Property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which that acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be be, in the sole judgment of the parties executing such agreement, as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) Prior to the Purchase Contract Settlement Date, in the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Company's shareholders consists of cash or cash equivalents (a "Cash Merger"), then a Holder of a Unit may settle ("Cash Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use its commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. If a Holder elects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments, with respect to such Purchase Contracts (except when the Cash Merger Early Settlement Date falls after any Record Date and prior to the next succeeding Payment Date, in which case Contract Adjustment Payments shall be payable to the Person in whose name a Certificate is registered at the close of business on such Record Date relating to the next succeeding Payment Date). The Company shall pay such amount as a credit against the amount otherwise payable by such Holder to effect such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be at least ten days after the date of such written notice by the Company, but which shall in no event be later than the earlier of 20 days after the date of such written notice by the Company and the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder, including the amount of Contract Adjustment Payments receivable, upon settlement. Corporate Units Holders (unless Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units) and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 40 Corporate Units or Treasury Units, as the case may be. If Applicable Ownership Interests in the Treasury Portfolio have replaced Applicable Ownership Interests in Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of 4,000 Corporate Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth in the immediately preceding paragraph, the provisions of Section 5.01 shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the result of:
(i) the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement, less
(ii) the amount of any accrued and unpaid Contract Adjustment Payments (except when the Cash Merger Early Settlement Date falls after any Record Date and prior to the next succeeding Payment Date). Upon receipt of such Certificate and payment of such funds, the Purchase Contract Agent shall pay the Company from such funds the related Purchase Price pursuant to the terms of the related Purchase Contracts, and notify the Collateral Agent that all the conditions necessary for a Cash Merger Early Settlement by a Holder have been satisfied pursuant to which the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Purchase Price. Upon receipt by the Collateral Agent of the notice from the Purchase Contract Agent set forth in the immediately preceding paragraph, the Collateral Agent shall release from the Pledge, (1) the Senior Notes underlying the Pledged Applicable Ownership Interests in Senior Notes or the Pledged Applicable Ownership Interests in the Treasury Portfolio, in the case of a Holder of Corporate Units or (2) the Pledged Treasury Securities, in the case of a Holder of Treasury Units, in each case with a Value equal to the product of (x) the Stated Amount and (y) the number of Purchase Contracts as to which such Holder has elected to effect Cash Merger Early Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Applicable Ownership Interests in the Treasury Portfolio or Senior Notes underlying Pledged Applicable Ownership Interests in Senior Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract (regardless of any choice by a Holder pursuant to Section 5.08 to receive Preferred Stock in lieu of Common Stock) if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii). The Corporate Units or the Treasury Units of the Holders who do not elect Cash Merger Early Settlement in accordance with the foregoing will continue to remain outstanding and be subject to settlement on the Purchase Contract Settlement Date in accordance with the terms hereof.
Appears in 1 contract
Sources: Purchase Contract Agreement (Public Service Co of New Mexico)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.to
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share Holder of Common Units will thereafter be entitled to receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the number of Common Shares issuable on account of such Purchase Contract if the Stock Purchase Date) per share Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock by a holder of Common Stock that (i) Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Units shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or; or 57
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization EventREORGANIZATION EVENT"), each share Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of Common Stock deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "EXCHANGE PROPERTY"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NonNON-electing ShareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, that results in the event minimum amount of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6Exchange Property being delivered under such Purchase Contract. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions For purposes of this Section 5.04(b)(1) and Section 5.04(b)(2), the term "Adjusted Applicable Market Value" shall similarly apply be deemed to successive Reorganization Events.refer to the "Adjusted Applicable Market Value" of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that comprise all or part of the Exchange Property, based on the Closing Price of
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (except as otherwise specifically provided, without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On If all or a portion of the consideration payable to the Holders of Common Stock Purchase Datein a Reorganization Event is cash, the Settlement Rate then in effect shall be further adjusted to provide that each Holder of Securities will be applied receive on such Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof an amount equal to interest that could otherwise accrue on such cash, such interest to accumulate and compound quarterly from the date the Reorganization Event is consummated to the value on Purchase Contract Settlement Date (or, in the Stock Purchase Date case of such securitiesan Early Settlement, cash or other propertythe date of Early Settlement) at ___% per annum (as defined in the Trust Agreement). In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Lincoln National Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share Forward Purchase Contract will be automatically adjusted to provide that each Holder of Common Stock covered by Securities will receive on the Forward Purchase Contract Settlement Date or any Early Settlement Date (other than in connection with an Early Settlement pursuant to Section 5.5(b)(2)) occurring after such Reorganization Event, as the case may be, with respect to each Forward Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event Adjusted Exchange Property (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Early Settlement Date or Forward Purchase Contract Settlement Date) per share , as the case may be). For purposes of Common Stock by a holder of Common Stock the foregoing, it is assumed that (i) the Holder referred to in the second preceding sentence is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Forward Purchase Contract Agreement (Provident Financial Group Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationPerson),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of such Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-AffiliatesPerson, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.57
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), oror 52
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share Holder of Common Units will thereafter be entitled to receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the number of Shares issuable on account of such Purchase Contract if the Stock Purchase Date) per share Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock by a holder of Common Stock that (i) Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Units shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.]
Appears in 1 contract
Sources: Purchase Contract Agreement (Xo Communications Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof (or upon any Early Settlement), after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share of Common Stock by a holder of the number of shares of Common Stock that (i) issuable on account of each Purchase Contract if the Purchase Contract Settlement Date or the Early Settlement Date, as the case may be, had occurred immediately prior to such Reorganization Event assuming such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, non- affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires or leases the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (except as otherwise specifically provided, without any interest thereon, and without any right to dividends or distribution distributions thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On If all or a portion of the consideration payable to the Holders of Common Stock Purchase Datein a Reorganization Event is cash, the Settlement Rate then in effect shall be further adjusted to provide that each Holder of Securities will be applied receive on such Purchase Contract Settlement Date with respect to each Purchase Contract forming a part thereof an amount equal to interest that could otherwise accrue on such cash, such interest to accumulate and compound quarterly from the date the Reorganization Event is consummated to the value on Purchase Contract Settlement Date (or, in the Stock Purchase Date case of such securitiesan Early Settlement, cash or other propertythe date of Early Settlement) at 7.75% per annum (as defined in the Trust Agreement). In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Lincoln National Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.held
Appears in 1 contract
Sources: Purchase Contract Agreement (American Heritage Life Investment Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In If any of the event of
following events occur: (1i) any consolidation reclassification or merger change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any amalgamation, arrangement, consolidation, merger, share exchange or combination of the Company with or into another Person corporation (other than a merger with or consolidation in which into the Principal Subsidiary or any other subsidiary of the Company is the continuing corporation and that was in existence as of June 6, 2002) as a result of which the holders of Common Stock outstanding immediately prior Shares shall be entitled to the merger or consolidation is not exchanged for cashreceive shares of stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Shares, or (iii) any sale or conveyance of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property properties and assets of the Company as an entirety or substantially as an entirety,
(3) entirety to any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than corporation as a result of which holders of Common Shares shall be entitled to receive shares of stock, securities or after other property or assets (including cash) with respect to or in exchange for such Common Shares (other than to the occurrence Principal Subsidiary or any other subsidiary of a Termination Event the Company that was in existence as of June 6, 2002) (any such event, a "Reorganization Event"), the Company may, in its sole discretion, elect to deliver to each share Holder on the Settlement Date, with respect to each Purchase Contract, the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such Reorganization Event by a Holder of the number of Common Stock covered by each Shares issuable upon settlement of the Purchase Contract forming a part of a Unit if the Settlement Date had occurred immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in assuming such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is Shares did not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such Reorganization Event (provided that that, if the kind or amount of securities, cash and or other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and Share in respect of which such rights of election shall have not have been exercised ("Nonnon-electing Shareshare"), then then, for the purpose purposes of this Section 8.03(b), the kind and amount of securities, cash and or other property receivable upon such Reorganization Event by for each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such amalgamation, consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Purchase Contract shall have the rights provided by this Section 5.68.03. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. If, in the case of any such Reorganization Event, the stock or other securities and assets receivable thereupon by a holder of Common Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Reorganization Event, then such supplemental agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of each Outstanding Purchase Contract as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The above provisions of this Section shall similarly apply to successive Reorganization Events. If the Company fails to make the election referred to in the first sentence of this paragraph (b), each Holder will have the right to early settle its Purchase Contracts on the same basis and in accordance with the same procedures as provided for under Section 8.07, whether or not the Reorganization Event is a Cash Merger for purposes of Section 8.07(a) and the Company shall comply with the notification and election procedures provided for in Section 8.07 mutatis mutandis.
Appears in 1 contract
Sources: Purchase Contract and Unit Agreement (Nortel Networks Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of Common Stock by a holder Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Shares held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (a) In the event of
of (1i) any consolidation consolidation, amalgamation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another Person entity (other than a consolidation, amalgamation or merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the consolidation, amalgamation or merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person corporation of the property of the Company or any Company Successor as an entirety or substantially as an entirety,
, (3iii)(x) any statutory exchange of securities of the Company or any Company Successor with another Person corporation or (y) any sale of all or substantially all of the outstanding equity securities of the Company or any Successor Company, including pursuant to any plan of arrangement or similar scheme with the Company's shareholders under any applicable law, rule or regulation or order of any court or governmental authority (in the case of each of the preceding clauses (x) and (y), other than in connection with a consolidation, amalgamation or merger or acquisitionreferred to in clause (i) immediately above), or
or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event any Company Successor (any such eventevent described in clause (i), (ii), (iii) or (iv), a "Reorganization Event"), each share Seller shall deliver on the Exchange Date, in lieu of Common Stock covered by each Purchase the Contract forming a part of a Unit immediately Stock, cash in an amount (the "Basic Reorganization Event Amount") equal to the Dilution Adjustment (or successive Dilution Adjustments), if any, that have been applied to the Exchange Rate pursuant to Section 6.1 at or prior to such Reorganization Event shall, after the time of such Reorganization Event, be converted for purposes multiplied by the product of (x) the Firm Share Base Amount plus the Additional Share Base Amount and (y)
(i) if the Transaction Value is less than the Appreciation Threshold Price but equal to or greater than the Initial Price, the Initial Price, (ii) if the Transaction Value is equal to or greater than the Appreciation Threshold Price, multiplied by the Transaction Value, and (iii) if the Transaction Value is less than the Initial Price, the Transaction Value. Notwithstanding the foregoing, if the consideration received by the holders of the Purchase Contract into Class A Common Stock in the kind and amount of securities, cash and other property receivable in such Reorganization Event (without the "Merger Consideration") includes any interest thereonMarketable Securities, and without Seller may, at its option, in lieu of delivering cash as described above, deliver an equivalent amount (based on the value determined in accordance with clause (z) of the definition of Transaction Value) of such Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction Value attributable to such Marketable Securities.
(b) Notwithstanding Section 6.2(a), if at least 30% of the Merger Consideration in any right to dividends Reorganization Event consists of cash or distribution thereon which have cash equivalents (a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that "Cash Merger"), then Seller shall be required (i) is not a Person with which within five Business Days after Seller receives the Company consolidated or into which Merger Consideration, to deliver the Company merged or which merged into the Company or Accelerated Portion to which such sale or transfer was madePurchaser, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person provided that to the extent the Accelerated Portion consists of property other than cash or cash equivalents, Seller may, at its option, deliver, in lieu of such Reorganization Event provides for different treatment other property, cash in an amount equal to the Value of Common Stock held by Affiliates of the Company and non-Affiliates, such other property; and (ii) failed on the Exchange Date, to exercise his rights deliver to Purchaser the number of election, if any, as Marketable Securities equal to the kind or amount product of securities(x) the sum of the Firm Share Base Amount and the Additional Share Base Amount and (y) the Exchange Rate, cash adjusted as described in the next sentence, and other property receivable upon the provisions of Section 2.3(c) shall apply mutatis mutandis to such Reorganization Event (Marketable Securities, provided that if Seller may exercise the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and Cash Settlement Alternative in respect of such Marketable Securities, in which case Section 2.3(d) shall apply mutatis mutandis to such rights Marketable Securities. For purposes of election calculating such Exchange Rate, (A) the Initial Price and Appreciation Threshold Price shall not have been exercised ("Non-electing Share")each be adjusted by multiplying the Initial Price or Appreciation Threshold Price, as applicable, as then for in effect, by a fraction, the purpose numerator of this Section which is the kind Value of a share of the Marketable Securities included in the Merger Consideration on the date the Cash Merger is closed, and amount the denominator of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share which shall be deemed to the Transaction Value; and (B) the Exchange Rate shall be adjusted by multiplying the kind Exchange Rate (computed on the basis of the adjusted Initial Price and amount so receivable per share Appreciation Threshold Price and the Average Market Price of the Marketable Securities) by a plurality fraction, the numerator of which is the aggregate Value of the Non-electing Shares). On Marketable Securities included in the Stock Purchase DateMerger Consideration received in exchange for a single share of Class A Common Stock, and the Settlement Rate then denominator of which is the Value of a share of the Marketable Securities included in effect will be applied to the value Merger Consideration on the Stock Purchase Date of such securities, cash or other property. In date the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization EventsCash Merger is closed.
Appears in 1 contract
Sources: Purchase Agreement (Ameritrade Automatic Common Exchange Security Tr)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.equivalent
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to before the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to before the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately before such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to before such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Ordinary Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a part holder of a Unit Ordinary Shares immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of Ordinary Shares deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "Exchange Property"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) Ordinary Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Ordinary Shares held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Ordinary Share held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined using the Early Settlement Rate at the time of Early Settlement. For purposes of this Section 5.04(b)(1) and Section 5.04(b)(2), the Settlement Rate then in effect will term "Adjusted Applicable Market Value" shall be applied deemed to refer to the "Adjusted Applicable Market Value" of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities consisting of common stock (or its equivalent) traded on a U.S. securities exchange or the Nasdaq National Market that compose all or part of the Exchange Property, based on the Stock Purchase Date Closing Price of such securities, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other propertyproperty that composes all or part of the Exchange Property, based on the value of such property on the date of the Reorganization Event, as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose; provided that prior to the separation of the rights or any similar shareholder rights from the Ordinary Shares, such rights or similar shareholder rights shall be deemed to have no value. For purposes of this paragraph, the term "Closing Price" (and the term "Trading Day" as used therein) shall be deemed to refer to such price and days as are applicable to any securities referred to in clause (A) above. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, and any issuer of Exchange Property in such Reorganization Event, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b), such agreement to be in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such Person and issuer. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(2) In the event of a consolidation or merger of the Company with or into another Person or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding Ordinary Shares), in each case in which 30% or more of the total consideration paid to the Company's shareholders consists of cash, cash equivalents, debt or preferred securities or common stock or the equivalent which is not traded or to be traded immediately following the merger on a U.S. securities exchange or the Nasdaq National Market (a "Specified Merger"), a Holder of a Unit may settle ("Specified Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Specified Merger; provided that (i) the Specified Merger Early Settlement Date (as defined below) is no later than the seventh Trading Day immediately preceding the Purchase Contract Settlement Date and (ii) no Specified Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(2) unless, at the time such Specified Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Specified Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (A) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (B) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Specified Merger Early Settlement. If a Holder effects a Specified Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Specified Merger Early Settlement Date, the aggregate amount of any Deferred Contract Adjustment Payments and any accumulated and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Specified Merger Early Settlement. Within five Business Days of the completion of a Specified Merger, the Company shall provide written notice to Holders of Units of such completion of a Specified Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(2), the date on which such Specified Merger Early Settlement shall occur (which date shall be ten days after the date of such written notice by the Company, but which shall in no event be later than the seventh Trading Day immediately preceding the Purchase Contract Settlement Date) (the "Specified Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per Ordinary Share) of cash, securities and other consideration receivable by the Holder, including the amount of Contract Adjustment Payments receivable, upon settlement. The applicable Settlement Rate for a Specified Early Merger Settlement Date shall be based on the Applicable Market Value of the Ordinary Shares on each of the 20 consecutive Trading Days ending on the fourth Trading Day immediately preceding the Specified Merger Settlement Date. Treasury Units Holders may only effect Specified Merger Early Settlement pursuant to this Section 5.04(b)(2) in integral multiples of 40 Hybrid Capital Units or Treasury Units, as the case may be. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Specified Merger Early Settlement pursuant to this Section 5.04(b)(2). In order to exercise the right to effect Specified Merger Early Settlement with respect to any Purchase Contracts, a Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the fourth Trading Day immediately preceding the Specified Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Specified Merger Early Settlement, less the amount of any Contract Adjustment Payments (including, for the avoidance of doubt, any accumulated and unpaid Contract Adjustment Payments and any Deferred Contract Adjustment Payments) payable to such Holder on the next succeeding Payment Date as a result of such Specified Merger Early Settlement. If a Holder properly effects an effective Specified Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(2), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Specified Merger Early Settlement Date:
(i) the kind and amount of securities, cash and other property receivable upon such Specified Merger by a Holder of the number of Ordinary Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Specified Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Ordinary Shares is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Specified Merger provides for different treatment of Ordinary Shares held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Specified Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Specified Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(2), the kind and amount of securities, cash and other property receivable upon such Specified Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Specified Merger shall be deemed to be the Purchase Contract Settlement Date;
(ii) the Convertible Preferred Shares or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Specified Merger Early Settlement; and
(iii) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(2).
Appears in 1 contract
Sources: Purchase Contract Agreement (Scottish Re Group LTD)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a an Equity Security Unit or Stripped Equity Security Unit, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization EventREORGANIZATION EVENT"), each share Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of shares of Common Stock deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "EXCHANGE PROPERTY"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NonNON-electing ShareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, that results in the event minimum amount of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6Exchange Property being delivered under such Purchase Contract. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions For purposes of this Section 5.04(b)(1) and Section 5.04(b)(2), the term "Adjusted Applicable Market Value" shall similarly apply be deemed to successive Reorganization Events.refer to the "Adjusted Applicable Market Value" of the Exchange Property, and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, based on the Closing Price of
Appears in 1 contract
Sources: Purchase Contract Agreement (Phoenix Companies Inc/De)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (i), (ii), (iii) and (iv), a "Reorganization EventREORGANIZATION EVENT"), each share Purchase Contract shall become, without the consent of the Holder of the Unit representing such Purchase Contract, an agreement to purchase only the kind of securities, cash and other property receivable upon consummation of such Reorganization Event by a holder of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after the closing date of such Reorganization Event. The amount of such securities, be converted for purposes cash and other property receivable upon settlement of each such Purchase Contract after the consummation of the Purchase Contract into Reorganization Event shall be based on the kind and value as of such settlement date of the hypothetical amount of securities, cash and other property receivable that would have been received upon consummation of the Reorganization Event in such exchange for the maximum number of Common Stock deliverable under a Purchase Contract immediately prior to the closing date of the Reorganization Event (without any interest thereoncollectively, the "EXCHANGE PROPERTY"). In determining the kind and without any right to dividends or distribution thereon which have a record date that is prior amount of the Exchange Property pursuant to the Stock Purchase Date) per share of Common Stock by a foregoing, it will be assumed that such holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent PersonCONSTITUENT PERSON"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("NonNON-electing ShareELECTING SHARE"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On The actual amount of Exchange Property receivable upon settlement of each Purchase Contract shall be (1) in the Stock case of settlement on the Purchase DateContract Settlement Date or pursuant to Section 5.04(b)(2), a variable amount based upon the applicable Settlement Rate and the Adjusted Applicable Market Value of the Exchange Property at such time and (2) in the case of any Early Settlement, determined in accordance with the procedures described under Section 5.07 using the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, that results in the event minimum amount of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of Exchange Property being delivered under such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization EventsPurchase Contract.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), oror 51
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) Date per share of Common Stock Stock) by a holder of shares of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of shares of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share of Common Stock by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Household International Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement agree merit shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Providian Financing Iv)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.Reorganization
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In If any of the event of
following events occur: (1i) any consolidation reclassification or merger change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), (ii) any amalgamation, arrangement, consolidation, merger, share exchange or combination of the Company with or into another Person corporation (other than a merger with or consolidation in which into the Principal Subsidiary or any other subsidiary of the Company is the continuing corporation and that was in existence as of June 6, 2002) as a result of which the holders of Common Stock outstanding immediately prior Shares shall be entitled to the merger or consolidation is not exchanged for cashreceive shares of stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Shares, or (iii) any sale or conveyance of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property properties and assets of the Company as an entirety or substantially as an entirety,
(3) entirety to any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than corporation as a result of which holders of Common Shares shall be entitled to receive shares of stock, securities or after other property or assets (including cash) with respect to or in exchange for such Common Shares (other than to the occurrence Principal Subsidiary or any other subsidiary of a Termination Event the Company that was in existence as of June 6, 2002) (any such event, a "Reorganization Event"), the Company may, in its sole discretion, elect to deliver to each share Holder on the Settlement Date, with respect to each Purchase Contract, the kind and amount of shares of stock, other securities or other property or assets (including cash) receivable upon such Reorganization Event by a Holder of the number of Common Stock covered by each Shares issuable upon settlement of the Purchase Contract forming a part of a Unit if the Settlement Date had occurred immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in assuming such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is Shares did not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his or her rights of election, if any, as to the kind or amount of securities, cash and or other property receivable upon such Reorganization Event (provided that that, if the kind or amount of securities, cash and or other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and Share in respect of which such rights of election shall have not have been exercised ("Nonnon-electing Shareshare"), then then, for the purpose purposes of this Section 8.03(b), the kind and amount of securities, cash and or other property receivable upon such Reorganization Event by for each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such amalgamation, consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Purchase Contract shall have the rights provided by this Section 5.68.03. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. If, in the case of any such Reorganization Event, the stock or other securities and assets receivable thereupon by a holder of Common Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such Reorganization Event, then such supplemental agreement shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of each Outstanding Purchase Contract as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The above provisions of this Section shall similarly apply to successive Reorganization Events. If the Company fails to make the election referred to in the first full sentence of this paragraph (b), each Holder will have the right to early settle its Purchase Contracts on the same basis and in accordance with the same procedures as provided for under Section 8.07, whether or not the Reorganization Event is a Cash Merger for purposes of Section 8.07(a).
Appears in 1 contract
Sources: Purchase Contract and Unit Agreement (Nortel Networks Corp)
Adjustment for Consolidation, Merger or Other Reorganization Event. (1) In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock Shares outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of Common Stock by a holder Shares issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) Shares is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock Shares held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock Share held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit Security shall have the rights provided by this Section 5.65.04(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In If, prior to setting any of the event of
Purchase Contracts there is (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Units will receive on the Stock covered by Purchase Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof (or if applicable, after such Reorganization Eventupon the Early Settlement Date), be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of the number of shares of Common Stock that (i) issuable on account of each Purchase Contract if the Stock Purchase Date had occurred immediately prior to such Reorganization Event, assuming such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.Reorganization
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate or Early Settlement Rate, as applicable, in effect, will be adjusted to provide that each share Holder of Common Stock covered by PIES will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock 48 Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, Affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided PROVIDED that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution winding up of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit PIES shall have the rights provided by this Section 5.65.5(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
(c) All calculations and determinations pursuant to this Section 5.5 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto.
Appears in 1 contract
Sources: Purchase Contract Agreement (Sierra Pacific Resources Capital Trust Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto 44 providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In ------------------------------------------------------------------ the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other others than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of:
(1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3iii) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or;
(4iv) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-non- electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.65.6(b). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Pp&l Capital Funding Trust I)
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A), (B), (C) and (D), a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which __% or more of the total consideration paid to the Company's stockholders consists of cash or cash equivalents (a "Cash Merger"), then a Holder of a Unit may settle ("Cash Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. In addition, if a Holder effects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Cash Merger Early Settlement. Corporate Units Holders and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of __ Corporate Units or Treasury Units, as the case may be. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of ______ Corporate Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. (i) In the event of:
(1A) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),;
(2B) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,;
(3C) any statutory share exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), ; or
(4D) any liquidation, dissolution or winding up termination of the Company other than as a result of or after the occurrence of a Termination Event (any such eventevent described in clauses (A),(B),(C) and (D), a "Reorganization Event"), 60 the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Units will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section 5.04(b)(i) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation liquidation, dissolution or dissolution termination of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the each Holder of each an Outstanding Unit shall have the rights provided by this Section 5.65.04(b)(i). Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this SectionSection 5.04. The above provisions of this Section 5.04 shall similarly apply to successive Reorganization Events.
(ii) In the event of a consolidation or merger of the Company with or into another Person, or any merger of another Person into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock), in each case in which 30% or more of the total consideration paid to the Company's shareholders consists of cash or cash equivalents (a "Cash Merger"), then a Holder of a Unit may settle ("Cash Merger Early Settlement") its Purchase Contract, upon the conditions set forth below, at the Settlement Rate in effect immediately prior to the closing of the Cash Merger; provided that (A) the Cash Merger Early Settlement Date (as defined below) is no later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date and (B) no Cash Merger Early Settlement will be permitted pursuant to this Section 5.04(b)(ii) unless, at the time such Cash Merger Early Settlement is effected, there is an effective Registration Statement with respect to any securities to be issued and delivered in connection with such Cash Merger Early Settlement, if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. If such a Registration Statement is so required, the Company covenants and agrees to use commercially reasonable efforts to (x) have in effect a Registration Statement covering any securities to be delivered in respect of the Purchase Contracts being settled and (y) provide a Prospectus in connection therewith, in each case in a form that may be used in connection with such Cash Merger Early Settlement. Within five Business Days of the completion of a Cash Merger, the Company shall provide written notice to Holders of Units of such completion of a Cash Merger, which shall specify the deadline for submitting the notice to settle early in cash pursuant to this Section 5.04(b)(ii), the date on which such Cash Merger Early Settlement shall occur (which date shall be 10 days after the date of such written notice by the Company, but which shall in no event be later than the fifth Business Day immediately preceding the Purchase Contract Settlement Date) (the "Cash Merger Early Settlement Date"), the applicable Settlement Rate and the amount (per share of Common Stock) of cash, securities and other consideration receivable by the Holder upon settlement. In addition, if a Holder effects a Cash Merger Early Settlement of some or all of its Purchase Contracts, such Holder shall be entitled to receive, on the Cash Merger Early Settlement Date, the aggregate amount of any accrued and unpaid Contract Adjustment Payments since the immediately preceding Payment Date with respect to such Purchase Contracts. The Company shall pay such amount as a credit against the amount otherwise payable by the Holders to effect such Cash Merger Early Settlement. Corporate Units Holders and Treasury Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in integral multiples of 20 Corporate Units or Treasury Units, as the case may be. If the Treasury Portfolio has replaced the Senior Notes as a component of the Corporate Units, Corporate Units Holders may only effect Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii) in multiples of 20,000 Corporate Units. Other than the provisions relating to timing of notice and settlement, which shall be as set forth above, the provisions of Section 5.01(a) shall apply with respect to a Cash Merger Early Settlement pursuant to this Section 5.04(b)(ii). In order to exercise the right to effect Cash Merger Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Units shall deliver, no later than 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Cash Merger Early Settlement Date, such Certificate to the Purchase Contract Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company in immediately available funds) in an amount equal to the product of (A) the Stated Amount times (B) the number of Purchase Contracts with respect to which the Holder has elected to effect Cash Merger Early Settlement. If a Holder properly effects an effective Cash Merger Early Settlement in accordance with the provisions of this Section 5.04(b)(ii), the Company will deliver (or will cause the Collateral Agent to deliver) to the Holder on the Cash Merger Early Settlement Date:
(A) the kind and amount of securities, cash and other property receivable upon such Cash Merger by a Holder of the number of shares of Common Stock issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Cash Merger (based on the Settlement Rate in effect at such time), assuming such Holder of Common Stock is not a Constituent Person or an Affiliate of a Constituent Person to the extent such Cash Merger provides for different treatment of Common Stock held by Affiliates of the Company and non-affiliates and such Holder failed to exercise its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Cash Merger (provided that if the kind or amount of securities, cash and other property receivable upon such Cash Merger is not the same for each non-electing share, then for the purpose of this Section 5.04(b)(ii), the kind and amount of securities, cash and other property receivable upon such Cash Merger by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). For the avoidance of doubt, for the purposes of determining the Adjusted Applicable Market Value (in connection with determining the appropriate Settlement Rate to be applied in the foregoing sentence), the date of the closing of the Cash Merger shall be deemed to be the Purchase Contract Settlement Date;
(B) the Senior Notes, the Applicable Ownership Interests in the Treasury Portfolio or Treasury Securities, as the case may be, related to the Purchase Contracts with respect to which the Holder is effecting a Cash Merger Early Settlement; and
(C) if so required under the Securities Act, a Prospectus as contemplated by this Section 5.04(b)(ii).
Appears in 1 contract
Sources: Purchase Contract Agreement (Baxter International Inc)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (K N Capital Trust Iii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation is are not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition)) or any binding share exchange which reclassifies or changes its outstanding Common Stock, or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "“Reorganization Event"”), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "“Constituent Person"”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("“Non-electing Share"”), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share of Common Stock by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Purchase Contract Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.65.06. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Lazard Group Finance LLC)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit an Upper DECS or Stripped DECS, as the case may be, immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of such Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-AffiliatesPerson, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory 47 exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the applicable Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock such Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, 45 dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or with which such statutory exchange of securities was effected or to which such sale sale, transfer, lease or transfer conveyance was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
(1) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
(2) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
(3) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
(4) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Date) per share of Common Stock by a holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-AffiliatesAffiliates , and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares)) . On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder of each Outstanding Unit shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Sources: Purchase Contract Agreement (Northrop Grumman Corp /De/)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), each share of Common Stock covered by each Purchase Contract forming a part of a Unit immediately Security prior to such Reorganization Event shall, after such Reorganization Event, be converted for purposes of the such Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share of Common Stock by a holder of Common Stock that (i) assuming such holder of Common Stock is not a Person with which the Company consolidated or into which the Company merged or which that merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates, affiliates and (ii) such Holder failed to exercise his its rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Contract Settlement Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Contract Settlement Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which that acquires or leases the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments whichthat, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company Company, with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Final Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have by a record date that is prior to Holder of the Stock Purchase Date) per share number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Final Settlement Date had occurred immediately prior to such Reorganization Event, assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliatesconstituent Person, and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Non-electing Sharenonelecting share"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share nonelecting share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Sharesnonelecting shares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6506. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.supplemental
Appears in 1 contract
Sources: Stock Purchase Contract Agreement (Ati Financing Ii)
Adjustment for Consolidation, Merger or Other Reorganization Event. In the event of
of (1i) any consolidation or merger of the Company with or into another Person (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation),
, (2ii) any sale, transfer, lease or conveyance to another Person of the property of the Company as an entirety or substantially as an entirety,
, (3iii) any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition), or
) or (4iv) any liquidation, dissolution or winding up of the Company other than as a result of or after the occurrence of a Termination Event (any such event, a "Reorganization Event"), the Settlement Rate will be adjusted to provide that each share Holder of Common Stock covered by Securities will receive on the Purchase Contract Settlement Date with respect to each Purchase Contract forming a part of a Unit immediately prior to such Reorganization Event shallthereof, after such Reorganization Event, be converted for purposes of the Purchase Contract into the kind and amount of securities, cash and other property receivable in upon such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the Stock Purchase Contract Settlement Date) per share by a Holder of the number of shares of Common Stock by a holder issuable on account of each Purchase Contract if the Purchase Contract Settlement Date had occurred immediately prior to such Reorganization Event assuming such Holder of Common Stock that (i) is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a "Constituent Person"), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company Company, and non-Affiliates, affiliates and (ii) such Holder failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised ("Nonnon-electing Shareshare"), then for the purpose of this Section the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Nonnon-electing Share share shall be deemed to be the kind and amount so receivable per share by a plurality of the Nonnon-electing Sharesshares). On the Stock Purchase Date, the Settlement Rate then in effect will be applied to the value on the Stock Purchase Date of such securities, cash or other property. In the event of such a Reorganization Event, the Person formed by such consolidation, merger or exchange or the Person which acquires the assets of the Company or, in the event of a liquidation or dissolution of the Company, the Company or a liquidating trust created in connection therewith, shall execute and deliver to the Agent an agreement supplemental hereto providing that that: the Holder Holders of each Outstanding Unit Security shall have the rights provided by this Section 5.6. Such supplemental agreement shall provide for adjustments which, for events subsequent to the effective date of such supplemental agreement, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section. The above provisions of this Section shall similarly apply to successive Reorganization Events.
Appears in 1 contract