Adjustment of each Fixed Settlement Rate Clause Samples
The "Adjustment of each Fixed Settlement Rate" clause defines the process by which the fixed rate used for settling payments under an agreement may be modified. Typically, this clause outlines the circumstances or events—such as changes in market conditions, regulatory requirements, or calculation errors—that could trigger an adjustment, and it specifies the method or formula for recalculating the rate. Its core practical function is to ensure that the settlement rate remains fair and accurate over time, thereby protecting both parties from unforeseen fluctuations or discrepancies that could otherwise lead to disputes or financial imbalances.
Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be subject to the following adjustments:
(i) If the Company pays or makes a dividend or other distribution on the Common Stock in shares of Common Stock, each Fixed Settlement Rate in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution shall be increased by dividing each Fixed Settlement Rate by a fraction,
(A) the numerator of which shall be the number of shares of the Common Stock outstanding at the close of business on the date fixed for such determination; and
(B) the denominator of which shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution. Any adjustment made under this clause (i) shall become effective immediately after the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution. If any dividend or distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay or make such dividend or distribution, to the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared.
(ii) If the Company issues to all or substantially all holders of the Common Stock rights, options, warrants or other securities (other than pursuant to a dividend reinvestment, share purchase or similar plan), entitling them to subscribe for or purchase shares of the Common Stock for a period expiring within 45 days from the date of issuance of such rights, options, warrants or other securities at a price per share of Common Stock less than the Current Market Price calculated as of the date fixed for the determination of shareholders entitled to receive such rights, options, warrants or other securities, each Fixed Settlement Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing each Fixed Settlement Rate by a fraction,
(A) the numerator of which shall be the number of shares of the Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Company upon the exercise of...
Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be subject to the following adjustments:
Adjustment of each Fixed Settlement Rate. (a) Each Fixed Settlement Rate shall be adjusted (without duplication) if certain events occur:
(i) In the event of an issuance of Common Stock as a dividend or other distribution to all holders of the Common Stock or as a result of a subdivision or combination of the Common Stock, each Fixed Settlement Rate in effect at the opening of business on the record date for such dividend or other distribution shall be adjusted based on the following formula: SR1 =SR0 X (OS1 / OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the record date for such dividend or distribution or immediately prior to the open of business on the effective date for such subdivision or combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such record date or such effective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such record date or such effective date, as the case may be, in each case, prior to giving effect to such event; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event. Such adjustment shall become effective immediately after the close of business on the record date for such dividend or distribution, or immediately after the open of business on the effective date for such subdivision or combination. If any dividend or distribution of the type described in this Section 5.05(a)(i) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided or combined, as the case may be, the Fixed Settlement Rates shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, or subdivided or combine the outstanding shares of Common Stock, as the case may be, to the Fixed Settlement Rates that would then be in effect if such dividend, distribution, subdivision or combination had not been declared or announced.
(ii) In the event of an issuance to all holders of the Common Stock rights, options or warrants (other than pursuant to any dividend reinvestment or share purchase plans) entitling them to subscribe for or purchase shares of Common Stock for a period expiring 45 days or less from the date of issuance of such rights, options or warrants at a price per share of Common Stock less than the Current Market Price on th...