Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. (a) If the Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Reference Entity issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 2 contracts
Sources: Indenture (Iac/Interactivecorp), Indenture (Iac/Interactivecorp)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (zy) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder. Whenever any provision of this Indenture requires calculations over a period of multiple days or during an Observation Period, the Company will, if appropriate, make proportionate adjustments, if any, to such calculations to account for any adjustment to the Exchange Rate pursuant to this Section 14.04 that becomes effective, or any event requiring such an adjustment to the Exchange Rate where the Ex-Dividend Date, effective date or Expiration Date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.
(a) If the Reference Entity Guarantor exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity Guarantor effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' CR1 = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (Date, as applicable, before giving effect to any such dividend, distribution, share split or share combination); and OS' OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 14.04(a) is announced but the outstanding shares of Common Stock are not split or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Board of Directors determines in good faith not to pay such dividend or distribution, or not to split or combine the outstanding shares of Common Stock, as the case may be, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declareddeclared or such share split or combination had not been announced.
(b) If the Reference Entity Guarantor issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder stockholders rights or similar plan) entitling them, for a period of not more than 45 forty-five (45) calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: CR1 = CR0 × OS0 + X OS0 + Y where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' CR1 = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to (i) the aggregate price payable to exercise such rights, options or warrants, divided by (ii) the average of the Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. For purposes of this Section 14.04(b), in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at a price per share that is less than such average of the Last Reported Sale Prices of the Common Stock for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Guarantor for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors in good faith.
(c) If the Guarantor distributes shares of the Guarantor’s Capital Stock, evidences of its indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances (including share splits) as to which an adjustment was effected pursuant to Section 14.04(a), Section 14.04(b) or Section 14.04(e), (ii) except as otherwise described in Section 14.11, rights issued pursuant to any stockholders rights plan of the Guarantor then in effect, (iii) dividends or distributions paid exclusively in cash as to which the provisions set forth in Section 14.04(d) shall apply, (iv) dividends or distributions of Reference Property in exchange for or upon conversion of the Common Stock in a Share Exchange Event, and (v) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula: CR1 = CR0 × ▇▇▇ ▇▇▇ - FMV where, CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; CR1 = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors in good faith) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such distribution had not been declared. If the Guarantor issues rights, options or warrants to acquire Capital Stock or other securities that are exercisable only upon the occurrence of certain triggering events, the Company shall not adjust the Exchange Rate pursuant to the clauses above until the earliest of these triggering events occurs. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), then, in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the distribution. If the Board of Directors determines in good faith the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Guarantor, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula: CR1 = CR0 × FMV0 + MP0 MP0 where, CR0= the Exchange Rate in effect immediately prior to the end of the Valuation Period; CR1= the Exchange Rate in effect immediately after the end of the Valuation Period; FMV0= the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first ten (10) consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The increase to the Exchange Rate under the preceding paragraph shall occur at the close of business on the last Trading Day of the Valuation Period; provided that if the relevant Exchange Date occurs during the Valuation Period, references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Exchange Date in determining the Exchange Rate. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made, the Exchange Rate shall be immediately decreased, effective as of the date the Board of Directors determines in good faith not to pay or make such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared or announced. For purposes of this Section 14.04(c) (and subject in all respect to Section 14.11), rights, options or warrants distributed by the Guarantor to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Guarantor’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”):
(i) are deemed to be transferred with such shares of the Common Stock;
(ii) are not exercisable; and
(iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Exchange Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 14.04(c) was made:
(1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and
(2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of:
(A) a dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or
(B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”), then, in either case,
(1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Exchange Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be ma
Appears in 2 contracts
Sources: Backstop Agreement (KORE Group Holdings, Inc.), Backstop Agreement (Cerberus Telecom Acquisition Corp.)
Adjustment of Exchange Rate. The Exchange Rate shall will be adjusted from time to time by the Company if any of the following events occursas described in this Section 4.04, except that the Company shall not make any adjustments adjustment to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Common Stock Shares and solely as a result of holding the NotesSecurities, in any of the transactions described in this Section 14.04, below without having to exchange their NotesSecurities, as if they held a number of shares of Common Stock Shares equal to the applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes Securities held by such Holder.
(a) If the Reference Entity Guarantor exclusively issues shares of Common Stock Shares as a dividend or distribution on shares of the all or substantially all Common StockShares, or if the Reference Entity Guarantor effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: ER1 = ER0 x OS1 OS0 where, ER0 = the Exchange Rate in effect immediately prior to the open Open of business Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open Open of business Business on the Split/Combination Effective Date effective date of such share split or share combination, as applicable; ER' ER1 = the Exchange Rate in effect immediately after the open Open of business Business on such Ex-Dividend Date or Split/Combination Effective Datesuch effective date; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the open Open of business Business on such Ex-Dividend Date or Split/Combination Effective Date (such effective date, as applicable, before giving effect to any such dividend, distribution, share split or share combination); and OS' OS1 = the number of shares of Common Stock Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 14.04(a4.04(a) shall become effective immediately after the open Open of business Business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open Open of business Business on the Split/Combination Effective Date effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a4.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Board of Trustees determines not to pay such dividend or distribution, distribution to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity Guarantor issues to all or substantially all holders of the Common Stock Shares any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock Shares, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall will be increased based on the following formula: ER1 = ER0 x OS0 + X OS0 + Y where, ER0 = the Exchange Rate in effect immediately prior to the open Open of business Business on the Ex-Dividend Date for such issuance; ER' ER1 = the Exchange Rate in effect immediately after the open Open of business Business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the open Open of business Business on such Ex-Dividend Date; X = the total number of Common Shares issuable pursuant to such rights, options or warrants; and Y = the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this Section 4.04(b) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Ex-Dividend Date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or Common Shares are not delivered upon the expiration of such rights, options or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights, options or warrants are not so issued, or if such rights, options or warrants are not exercised prior to their expiration, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. For purposes of this Section 4.04(b) and Section 4.01(b)(3)(A), in determining whether any rights, options or warrants entitle the holders of the Common Shares to subscribe for or purchase Common Shares at a price per share less than such average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received by the Guarantor for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Board of Trustees.
(c) If the Guarantor distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Shares, excluding:
(1) dividends or distributions, rights options or warrants as to which an adjustment was effected pursuant to Section 4.04(a) hereof or Section 4.04(b) hereof;
(2) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 4.04(d) hereof; and
(3) Spin-Offs as to which the provisions set forth below in this Section 4.04(c) shall apply; then the Exchange Rate shall be increased based on the following formula: ER1 = ER0 x SP0 SP0 - FMV where, ER0 = the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; ER1 = the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Trustees) of the shares of Capital Stock, evidences indebtedness, other assets, or property of the Guarantor or rights, options or warrants to acquire the Guarantor’s Capital Stock or other securities distributed with respect to each outstanding Common Share on the Ex-Dividend Date for such distribution. If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder of Securities shall receive, in respect of each $1,000 principal amount of Securities it holds, at the same time and upon the same terms as holders of the Common Shares, the amount and kind of the Guarantor’s Capital Stock, evidences of the Guarantor’s indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire the Guarantor’s Capital Stock or other securities that such Holder would have received as if such Holder owned a number of Common Shares equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution. Any increase made under the above portion of this Section 4.04(c) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this Section 4.04(c) where there has been a payment of a dividend or other distribution on the Common Shares of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary of the Guarantor or other business unit of the Guarantor, and such shares of Capital Stock or similar equity interest are listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a United States national securities exchange (a “Spin-Off”), the Exchange Rate will be increased based on the following formula: ER1 = ER0 x FMV0 + MP0 MP0 where, ER0 = the Exchange Rate in effect immediately prior to the end of the Valuation Period; ER1 = the Exchange Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Shares applicable to one Common Share (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Shares were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Shares over the Valuation Period. The increase to the Exchange Rate under the preceding paragraph shall occur at the Close of Business on the last Trading Day of the Valuation Period; provided, however, that in respect of any exchange of Securities for any Trading Day that falls within the relevant Observation Period for such exchange and within the Valuation Period, the references to “10” in the preceding paragraph shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such Trading Day in determining the Exchange Rate as of such Trading Day. In addition, if the Ex-Dividend Date for such Spin-Off is after the 10th Trading Day immediately preceding, and including, the end of any Observation Period in respect of an exchange of Securities, references to “10” or “10th” in the preceding paragraph and this paragraph shall be deemed to be replaced, solely in respect of that exchange, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such Observation Period. If such Spin-Off does not occur, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such distribution had not been declared, effective as of the date on which the Board of Trustees (or its designee) determines not to consummate such Spin-Off. Subject to Section 4.04(g), for the purposes of this Section 4.04(c), rights, options or warrants distributed by the Guarantor to all holders of the Common Shares entitling them to subscribe for or purchase shares of the Guarantor’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such Common Shares; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 4.04(c), (and no adjustment to the Exchange Rate under this Section 4.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 4.04(c). If any such right, option or warrant, distributed prior to the Issue Date are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 4.04(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Shares with respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made to all holders of Common Shares as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights and warrants had not been issued. For purposes of Section 4.04(a) hereof, Section 4.04(b) hereof and this Section 4.04(c), if any dividend or distribution to which this Section 4.04(c) applies includes one or both of:
(A) a dividend or distribution of Common Shares to which Section 4.04(a) hereof also applies (the “Clause A Distribution”); or
(B) a dividend or distribution of rights, options or warrants to which Section 4.04(b) hereof also applies (the “Clause B Distribution”), then (i) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 4.04(c) applies (the “Clause C Distribution”) and any Exchange Rate adjustment required to be made under this Section 4.04(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution and any Exchange Rate adjustment required by Section 4.04(b) hereof with respect thereto shall then be made, except that, if determined by the Company, (A) the “record date” of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any Common Shares included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such record date” within the meaning of Section 4.04(b) hereof, and (iii) the Clause A Distribution, if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Company, (A) the record date of the Clause A Distribution and the Clause B Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any Common Shares included in the Clause A Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such record date or such effective date” within the meaning of Section 4.04(a) hereof.
(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Shares to the extent that the aggregate of all such cash dividends or distributions paid in any quarter exceeds the dividends threshold amount (the “DTA”) for such quarter, the Exchange Rate shall be adjusted based on the following formula: ER1 = ER0 x SP0 SP0 - C where, ER0 = the Exchange Rate in effect immediately prior to
Appears in 1 contract
Sources: Fourth Supplemental Indenture (PennyMac Mortgage Investment Trust)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (zy) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity Guarantor exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all of the shares of the Common Stock, or if the Reference Entity Guarantor effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ERCR' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Guarantor’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity Guarantor issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ERCR' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 1 contract
Sources: Indenture (Avid Bioservices, Inc.)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.. 85
(b) If the Reference Entity issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 1 contract
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity Guarantor exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity Guarantor effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: ER’ = ER0 x OS’ OS0 where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' ’ = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination)Date; and OS' ’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity Guarantor issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: ER’ = ER0 x OS0 + X OS0 + Y where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' ’ = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this Section 14.04(b) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the Ex-Dividend Date for such issuance. To the extent that shares of the Common Stock are not delivered after the expiration of such rights, options or warrants, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such Ex-Dividend Date for such issuance had not occurred. For purposes of this Section 14.04(b) and for the purpose of Section 14.01(b)(ii)(A), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Guarantor for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If the Guarantor distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding (i) dividends, distributions or issuances as to which an adjustment was effected pursuant to Section 14.04(a) or Section 14.04(b), (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 14.04(d), and (iii) Spin-Offs as to which the provisions set forth below in this Section 14.04(c) shall apply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire Capital Stock or other securities, the “Distributed Property”), then the Exchange Rate shall be increased based on the following formula: ER’ = ER0 x ▇▇▇ ▇▇▇ – FMV where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution; ER’ = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex-Dividend Date for such distribution. Any increase made under the portion of this Section 14.04(c) above shall become effective immediately after the open of business on the Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to the Exchange Rate that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount thereof, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount and kind of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution. If the Board of Directors determines the “FMV” (as defined above) of any distribution for purposes of this Section 14.04(c) by reference to the actual or when-issued trading market for any securities, it shall in doing so consider the prices in such market over the same period used in computing the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company or the Guarantor, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), the Exchange Rate shall be increased based on the following formula: ER’ = ER0 x FMV0 + MP0 MP0 where, ER0 = the Exchange Rate in effect immediately prior to the end of the Valuation Period; ER’ = the Exchange Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references therein to Common Stock were to such Capital Stock or similar equity interest) over the first 10 consecutive Trading Day period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of the Common Stock over the Valuation Period. The adjustment to the Exchange Rate under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that in respect of any exchange of Notes during the Valuation Period, references in the portion of this Section 14.04(c) related to Spin-Offs with respect to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and the Exchange Date in determining the Exchange Rate. For purposes of this Section 14.04(c) (and subject in all respect to Section 14.10), rights, options or warrants distributed by the Guarantor to all holders of the Common Stock entitling them to subscribe for or purchase shares of the Guarantor’s Capital Stock, including Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Common Stock, shall be deemed not to have been distributed for purposes of this Section 14.04(c) (and no adjustment to the Exchange Rate under this Section 14.04(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 14.04(c). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Ex-Dividend Date with respect to new rights, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 14.04(c) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder or holders of Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 14.04(a), Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c) is applicable also includes one or both of:
(A) a dividend or distribution of shares of Common Stock to which Section 14.04(a) is applicable (the “Clause A Distribution”); or
(B) a dividend or distribution of rights, options or warrants to which Section 14.04(b) is applicable (the “Clause B Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 14.04(c) is applicable (the “Clause C Distribution”) and any Exchange Rate adjustment required by this Section 14.04(c) with respect to such Clause C Distribution shall then be made, and (2) the Clause A Distribution and Clause B Distribution shall be deemed to immediately follow the Clause C Distribution and any Exchange Rate adjustment required by Section 14.04(a) and Section 14.04(b) with respect thereto shall then be made, except that, if determined by the Guarantor (I) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B Distribution shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (II) any shares of Common Stock included in the Clause A Distribution or Clause B Distribution shall be deemed not to be “outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date” within the meaning of Section 14.04(a) or “outstanding immediately prior to the open of business on such Ex-Dividend Date” within the meaning of Section 14.04(b).
(d) If any cash dividend or distribution is made to all or substantially all holders of the Common Stock (excluding any dividend or distribution in connection with the Company’s liquidation, dissolution or winding up) during any of the Guarantor’s quarterly fiscal periods in an aggregate amount that, together with other cash dividends or distributions made during such quarterly fiscal period, exceeds the product of $0.59 (the “Initial Dividend Threshold”), multiplied by the number of shares of Common Stock outstanding on the record date for such distribution, the Exchange Rate shall be adjusted based on the following formula: ER’ = ER0 x ▇▇▇ ▇▇▇ – C where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; ER’ = the Exchange Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; SP0 = the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and C = the amount in cash per share the Guarantor distributes to all or substantially all holders of the Common Stock in excess of the Initial Dividend Threshold. The Initial Dividend Threshold shall be subject to adjustment in a manner inversely proportional to adjustments to the Exchange Rate; provided that
Appears in 1 contract
Sources: Indenture (Extra Space Storage Inc.)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company 82 shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (zy) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock Ordinary Shares and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock Ordinary Shares equal to the Exchange Rate, multiplied by Rate per each $1,000 of principal of and accrued but unpaid interest on the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity Iterum exclusively issues shares of Common Stock Ordinary Shares as a dividend or distribution on shares of the Common StockOrdinary Shares, or if the Reference Entity Iterum effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: CR'= CR × OS' 0 0 OS where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Ex- Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ERCR' = the Exchange Rate in effect immediately after the open of business on such Ex-Ex- Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, or any share split or combination of the type described in this Section 14.04(a) is announced but the outstanding Ordinary Shares are not split or combined, as the case may be, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Iterum’s Board of Directors determines not to pay such dividend or distribution, or not to split or combine the outstanding Ordinary Shares, as the case may be, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declareddeclared or such share split or combination had not been announced.
(b) If the Reference Entity Iterum issues to all or substantially all holders of the Common Stock Ordinary Shares any rights, options or warrants (other than pursuant to a stockholder rights or similar planRights Offering) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock Ordinary Shares for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: 0 CR'= CR × OS0 +X OS0 +Y where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Ex- Dividend Date for such issuance; ERCR' = the Exchange Rate in effect immediately after the open of business on such Ex-Ex- Dividend Date; OS0 = the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 1 contract
Sources: Indenture
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occursas described below, except that the Company shall will not make any adjustments adjustment to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offercombination), solely as a result of holding the Notes, and at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notesparticipate, in any of the transactions described in this Section 14.04, below without having to exchange their Notes, as if they such Holders had held a number of shares of Common Stock equal to the applicable Exchange RateRate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) of Notes held by such Holders. If a Holder is deemed to have received a distribution subject to U.S. federal income tax as a result of an adjustment to the Exchange Rate, and the Company pays withholding taxes on behalf of a Holder, the Company may, at its option, set off any such payment against payments of cash and Common Stock payable on the Notes (or, in some circumstances, against any payments on the Common Stock).
(a) If the Reference Entity Guarantor exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Reference Entity Guarantor effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open Close of business Business on the Ex-Dividend Record Date of for such dividend or distribution, or immediately prior to the open Open of business Business on the Split/Combination Effective Date effective date of such share split or share combination, as applicablethe case may be; ER' ER1 = the Exchange Rate in effect immediately after the open Close of business Business on such Ex-Dividend Record Date or Split/Combination Effective Dateimmediately after the Open of Business on such effective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Close of business Business on such Ex-Dividend Record Date or Split/Combination Effective Date (before giving effect immediately prior to any the Open of Business on such dividendeffective date, distribution, split or combination)as the case may be; and OS' OS1 = the number of the shares of Common Stock that will be outstanding immediately after giving effect to such dividend, distribution, dividend or distribution or such share split or share combination, as the case may be. Any adjustment made to the Exchange Rate under this Section 14.04(a5.04(a) shall become effective immediately after the open Close of business Business on the Ex-Dividend Record Date for such dividend or distribution, distribution or immediately after the open Open of business Business on the Split/Combination Effective Date for effective date of such share split or share combination, as applicablethe case may be. If any dividend or distribution of the type described in this Section 14.04(a5.04(a) is declared but is not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Board of Directors of the Guarantor determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made (other than (i) as a result of a share combination or (ii) with respect to the Company’s right to readjust the Exchange Rate).
(b) If the Reference Entity issues Guarantor distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, them for a period of not more than 45 calendar days after the announcement date of Record Date for such issuance, distribution to subscribe for or purchase shares of the Common Stock Stock, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for over the 10 ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuancedistribution, the Exchange Rate shall will be increased based on the following formula: where, where ER0 = the Exchange Rate in effect immediately prior to the open Close of business Business on the Ex-Dividend Record Date for such issuancedistribution; ER' ER1 = the Exchange Rate in effect immediately after the open Close of business Business on such Ex-Dividend Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Close of business Business on such Ex-Dividend Record Date;
Appears in 1 contract
Sources: Indenture (Redwood Trust Inc)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occursoccurs as described below, except that the Company shall will not make any adjustments adjustment to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offercombination), at the same time and upon on the same terms as holders of the shares of Common Stock and Stock, solely as a result of holding the Notes, in any of the transactions described in this Section 14.047.04, without having to exchange their Notes, as if they such Holders held a number of shares of Common Stock equal to the Applicable Exchange RateRate in effect immediately prior to the adjustment thereof in respect of such transaction, multiplied by the principal amount (expressed in thousands) Principal Amount of Notes held by such HolderHolders, divided by $1,000.
(a) If the Reference Entity exclusively Parent issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity Parent effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: whereCR1 = CR0 x OS1 OS0 Where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open Close of business Business on the Ex-Dividend Record Date of such dividend or distribution, or immediately prior to the open Open of business Business on the Split/Combination Effective Date effective date of such share split or share combination, as applicable; ER' CR1 = the Exchange Rate in effect immediately after the open Close of business Business on such Ex-Dividend Record Date or Split/Combination Effective Dateimmediately after the Open of Business on such effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Close of business Business on such Ex-Dividend Record Date or Split/Combination Effective Date (before giving effect immediately prior to any the Open of Business on such dividendeffective date, distribution, split or combination)as applicable; and OS' OS1 = the number of shares of Common Stock outstanding immediately after giving effect to the Close of Business on such dividendRecord Date or immediately after the Open of Business on such effective date, distribution, share split or share combinationas applicable. Any adjustment made under pursuant to this Section 14.04(a7.04(a) shall become effective immediately after the open Close of business Business on the Ex-Dividend Record Date for such dividend or distribution, or immediately after the open Open of business Business on the Split/Combination Effective Date effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a7.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Parent’s Board of Directors determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declareddeclared or announced. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made (other than (i) as a result of a reverse share split or share combination or (ii) with respect to the Company’s right to readjust the Exchange Rate as described in the immediately preceding sentence).
(b) If the Reference Entity issues Parent distributes to all or substantially all holders of the shares of Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, them for a period of not more than 45 calendar days after the announcement date of such issuance, distribution to subscribe for or purchase shares of the Common Stock Stock, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for over the 10 consecutive Trading Trading-Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuancedistribution, the Exchange Rate shall will be increased based on the following formula: CR1 = CR0 x OS0 + X OS0 + Y where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open Close of business Business on the Ex-Dividend Record Date for such issuancedistribution; ER' CR1 = the Exchange Rate in effect immediately after the open Close of business Business on such Ex-Dividend Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Close of business Business on such Ex-Dividend Record Date;
Appears in 1 contract
Sources: Indenture (Oclaro, Inc.)
Adjustment of Exchange Rate. The Exchange Rate shall will be adjusted from time to time by the Company if any of the following events occursas described in this Section 15.05, except that the Company Issuer shall not make any adjustments adjustment to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, below without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the applicable Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity Invesco Mortgage Capital exclusively issues shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Reference Entity Invesco Mortgage Capital effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: CR1 = CR0 x OS1 OS0 where, ER0 CR0 = the Exchange Rate in effect immediately prior to the open Open of business Business on the Ex-Dividend Date record date of such dividend or distribution, or immediately prior to the open Open of business Business on the Split/Combination Effective Date effective date of such share split or share combination, as applicable; ER' CR1 = the Exchange Rate in effect immediately after the open Open of business Business on such Ex-Dividend Date record date or Split/Combination Effective Dateeffective date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Open of business Business on such Ex-Dividend Date record date or Split/Combination Effective Date (effective date, as applicable, before giving effect to any such dividend, distribution, share split or share combination); and OS' OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under pursuant to this Section 14.04(aparagraph (a) shall become effective immediately after the open Open of business Business on the Ex-Dividend Date record date for such dividend or distribution, or immediately after the open Open of business Business on the Split/Combination Effective Date effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(aparagraph (a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity Board of Directors determines not to pay such dividend or distribution, distribution to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity Invesco Mortgage Capital issues to all or substantially all holders of the Common Stock any rights, warrants or options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 forty-five (45) calendar days after the announcement record date of such issuance, to subscribe for or purchase shares of the Common Stock Stock, at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall will be increased based on the following formula: where, ER0 CR1 = CR0 x OS0 + X OS0 + Y where CR0 = the Exchange Rate in effect immediately prior to the open Open of business Business on the Ex-Dividend Date record date for such issuance; ER' CR1 = the Exchange Rate in effect immediately after the open Open of business Business on such Ex-Dividend Daterecord date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open Open of business Business on such record date; X = the total number of shares of Common Stock issuable pursuant to such rights, warrants or options; and Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, warrants or options divided by the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants. Any increase made under this paragraph (b) will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the record date for such issuance. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of the Common Stock are not delivered upon the expiration of such rights, options or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of shares of the Common Stock actually delivered. If such rights, options or warrants are not so issued, or if no such rights, options or warrants are exercised prior to their expiration, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such record date for such issuance had not occurred. For purposes of this paragraph (b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of the Common Stock at a price per share less than such average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the date of announcement for such issuance, and in determining the aggregate offering price of such shares of the Common Stock, there shall be taken into account any consideration received by Invesco Mortgage Capital for such rights, options or warrants and any amount payable on exercise or exchange thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) If Invesco Mortgage Capital distributes shares of its Capital Stock, evidences of its indebtedness, its other assets or property, or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common Stock, excluding:
(A) dividends, distributions, rights, warrants or options as to which an adjustment was effected pursuant to paragraph (a) or (b) above;
(B) dividends or distributions paid exclusively in cash; and
(C) Spin-Offs described below in this paragraph (c), then the Exchange Rate will be increased based on the following formula: CR1 = CR0 x ▇▇▇ ▇▇▇ - FMV where CR0 = the Exchange Rate in effect immediately prior to the Open of Business on the record date for such distribution; CR1 = the Exchange Rate in effect immediately after the Open of Business on such record date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the ex-dividend date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the shares of Invesco Mortgage Capital’s Capital Stock, evidences of its indebtedness, its other assets or property, or rights, options or warrants to acquire its Capital Stock or other securities distributed with respect to each outstanding share of Common Stock on the ex-dividend date for such distribution. provided that if “FMV” with respect to any distribution of shares of Invesco Mortgage Capital’s Capital Stock, evidences of its indebtedness, its other assets or property, or rights, options or warrants to acquire its Capital Stock or other securities is equal to or greater than “SP0” with respect to such distribution, then in lieu of the foregoing increase, each Holder of a Note shall receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of Invesco Mortgage Capital’s Capital Stock, evidences of its indebtedness, its other assets or property, or rights, options or warrants to acquire its Capital Stock or other securities that such Holder would have received as if such Holder owned a number of shares of Common Stock equal to the Exchange Rate in effect on the record date for the distribution. Any increase made under the portion of this paragraph (c) above will become effective immediately after the Open of Business on the record date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect if such dividend or distribution had not been declared. With respect to an adjustment pursuant to this paragraph (c) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to Invesco Mortgage Capital’s Subsidiary or other business unit, and such Capital Stock or similar equity interest is listed or quoted (or will be listed or quoted upon the consummation of the distribution) on a United States national securities exchange (a “Spin-Off”), the Exchange Rate will be increased based on the following formula: CR1 = CR0 x FMV0 + MP0 MP0 where CR0 = the Exchange Rate in effect immediately prior to the Open of Business on the record date of the Spin-Off; CR1 = the Exchange Rate in effect immediately after the Open of Business on the record date of the Spin-Off; FMV0 = the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after, and including, the record date of the Spin-Off (the “Valuation Period”); and MP0 = the average of the Last Reported Sale Prices of Common Stock over the Valuation Period. An adjustment to the Exchange Rate under the preceding paragraph of this paragraph (c) will be made immediately after the Open of Business on the day after the last day of the Valuation Period, but will be given effect as of the Open of Business on the record date for the Spin-Off. For purposes of determining the Exchange Rate, in respect of any exchange during the 10 Trading Days commencing on the record date for any Spin-Off, references within the portion of this paragraph (c) related to “Spin-Offs” to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the record date for such Spin-Off to, and including, the relevant Exchange Date. For purposes of the second adjustment set forth in this Section 15.05(c), (i) the Last Reported Sale Price of any Capital Stock or similar equity interest shall be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the Common Stock in the definition of “Last Reported Sale Price” set forth in Section 1.01 hereof, (ii) whether a day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such Capital Stock or similar equity interest shall be determined in a manner analogous to that used to determine whether a day is a Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Stock, and (iii) whether a day is a Trading Day to be included in a Valuation Period will be determined based on whether a day is a Trading Day for both the Common Stock and such Capital Stock or similar equity interest. Subject to the provisions of this Section 15.05 concerning a rights plan below, for the purposes of this Section 15.05(c), rights, options or warrants distributed by Invesco Mortgage Capital to all holders of the Common Stock entitling them to subscribe for or purchase shares of Invesco Mortgage Capital’s Capital Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”): (1) are deemed to be transferred with such shares of Common Stock; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 15.05(c), (and no adjustment to the Exchange Rate under this Section 15.05(c) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exchange Rate shall be made under this Section 15.05(c). If any such right, option or warrant, distributed prior to the Issue Date are subject to events, upon the occurrence of which such rights, options or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and ex-dividend date of such deemed distribution (in which case the original rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition, in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exchange Rate under this Section 15.05(c) was made, (1) in the case of any such rights, options or warrants which shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by holders of Common Stock with respect to such rights, options or warrants (assuming each such holder had retained such rights, options or warrants), made to all holders of Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof, the Exchange Rate shall be readjusted as if such rights and warrants had not been issued. For purposes of Section 15.05(a) hereof, Section 15.05(b) hereof and this Section 15.05(c), if any dividend or distribution to which this Section 15.05(c) applies includes one or both of:
(i) a dividend or distribution of shares of Common Stock to which Section 15.05(a) hereof also applies (the “Clause A Distribution”); or
(ii) a dividend or distribution of rights, options or warrants to which Section 15.05(b) hereof also applies (the “Clause B Distribution”), then (i) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed to be a dividend or distribution to which this Section 15.05(c) applies (the “Clause C Distribution”) and any Exchange Rate adjustment required to be made under this Section 15.05(c) with respect to such Clause C Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution and any Exchange Rate adjustment required by Section 15.05(b) hereof with respect thereto shall then be made, except that, if determined by the Issuer, (A) the “record date” of the Clause B Distribution and the Clause A Distribution, if any, shall be deemed to be the ex-dividend date of the Clause C Distribution and (B) any shares of Common Stock included in the Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such record date” within the meaning of Section 15.05(b) hereof, and (iii) the Clause A Distribution, if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except that, if determined by the Issuer, (A) the “record date” of the Clause A Distribution and the Clause B Distribution, if any, shall be deemed to be the Ex-Dividend Date;Date of the Clause C Distribution, and (B) any shares of Common Stock included in the Clause A distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such record date or such effective date” within the meaning of Section 15.05(a) hereof.
(d) If any cash dividend or distribution is made to all or substantially all holders of t
Appears in 1 contract
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' ’ = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' ’ = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' ’ = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 1 contract
Sources: Indenture (Iac/Interactivecorp)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Exchange Rate if Holders of the Notes are entitled to participate (other than in the case of (x) a Share Election Merger, (y) a share split or share combination or (z) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section Section 14.04, without having to exchange their Notes, as if they held a number of shares of Common Stock equal to the Exchange Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.
(a) If the Reference Entity exclusively issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or if the Reference Entity effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the Split/Combination Effective Date of such share split or share combination, as applicable; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date or Split/Combination Effective Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date or Split/Combination Effective Date (before giving effect to any such dividend, distribution, split or combination); and OS' = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section Section 14.04(a) shall become effective immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Split/Combination Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section Section 14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Reference Entity determines not to pay such dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.
(b) If the Reference Entity issues to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights or similar plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate shall be increased based on the following formula: where, ER0 = the Exchange Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such issuance; ER' = the Exchange Rate in effect immediately after the open of business on such Ex-Dividend Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the open of business on such Ex-Dividend Date;
Appears in 1 contract