Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Guarantor if any of the following events occurs, except that the Guarantor shall not make any adjustments to the Exchange Rate if Holders of the Bonds have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Guarantor Shares and solely as a result of holding the Bonds, in any of the transactions described in this Section 14.05, without having to exchange their Bonds, as if they held a number of Guarantor Shares equal to the Exchange Rate in effect immediately prior to the effective time for such adjustment, multiplied by the principal amount (expressed in thousands) of Bonds held by such Holder. (a) If the Guarantor exclusively issues Guarantor Shares as a dividend or distribution on Guarantor Shares, or if the Guarantor effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: OS’ ER’ = ER0 x OS0 where, ER0= the Exchange Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the date of such share split or share combination, as applicable; ER’ = the Exchange Rate in effect immediately after the close of business on such Record Date or date of such share split or share combination, as applicable; OS0= the number of shares of Guarantor Shares outstanding immediately prior to such share split or share combination, as applicable; and OS’ = the number of Guarantor Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.05(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the 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 Guarantor issues to all or substantially all holders of the Guarantor Shares any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor 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: OS0 + X ER’ = ER0 x OS0 + Y where, ER0= the Exchange Rate in effect immediately prior to the close of business on the Record Date for such issuance; ER’ = the Exchange Rate in effect immediately after the close of business on such Record Date; OS0= the number of Guarantor Shares outstanding immediately prior to the close of business on such Record Date;
Appears in 1 contract
Sources: Indenture (Transocean Inc)
Adjustment of Exchange Rate. The Exchange Rate shall will be adjusted from time to time by the Guarantor if any of the following events occursas described in this Section 4.04, except that the Guarantor Company shall not make any adjustments adjustment to the Exchange Rate if Holders of the Bonds have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Guarantor Common Shares and solely as a result of holding the BondsSecurities, in any of the transactions described in this Section 14.05, below without having to exchange their BondsSecurities, as if they held a number of Guarantor Common Shares equal to the applicable Exchange Rate in effect immediately prior to the effective time for such adjustmentRate, multiplied by the principal amount (expressed in thousands) of Bonds Securities held by such Holder.
(a) If the Guarantor exclusively issues Guarantor Common Shares as a dividend or distribution on Guarantor all or substantially all Common Shares, or if the Guarantor effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: OS’ ER’ ER1 = ER0 x OS1 OS0 where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Date record date of such dividend or distribution, or immediately prior to the open Open of business Business on the effective date of such share split or share combination, as applicable; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Date record date or such effective date; OS0 = the number of Common Shares outstanding immediately prior to the Open of Business on such record date of or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination, as applicable; OS0= the number of shares of Guarantor Shares outstanding immediately prior to such share split or share combination, as applicable; and OS’ OS1 = the number of Guarantor Common Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 14.05(a4.04(a) shall become effective immediately after the close Open of business Business on the Record Date record date for such dividend or distribution, or immediately after the open Open of business Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a4.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors 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 Guarantor issues to all or substantially all holders of the Guarantor Common Shares any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Shares the Common Shares, at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor Common 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: OS0 + X ER’ ER1 = ER0 x OS0 + X OS0 + Y where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Date record date for such issuance; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Daterecord date; OS0= OS0 = the number of Guarantor Common Shares outstanding immediately prior to the close Open of business Business on such Record Daterecord date;
Appears in 1 contract
Sources: First Supplemental Indenture (PennyMac Mortgage Investment Trust)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Guarantor if any of the following events occurs, except that the Guarantor shall not make any adjustments to the Exchange Rate if Holders of the Bonds Notes have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Guarantor Shares Common Stock and solely as a result of holding the BondsNotes, in any of the transactions described in this Section 14.0515.04, without having to exchange their BondsNotes, as if they held a number of Guarantor Shares shares of Common Stock equal to the Exchange Rate in effect immediately prior to the effective time for such adjustment, multiplied by the principal amount (expressed in thousands) of Bonds Notes held by such Holder.
(a) If the Guarantor exclusively issues Guarantor Shares shares of Common Stock as a dividend or distribution on Guarantor Sharesshares of the Common Stock, or if the Guarantor effects a share split or share combination, the Exchange Rate shall be adjusted based on the following formula: OS’ ER’ = ER0 x OS0 where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the date Effective Date of such share split or share combination, as applicable; ER’ = the Exchange Rate in effect immediately after the close open of business on such Record Ex-Dividend Date or date of such share split or share combinationEffective Date, as applicable; OS0= OS0 = the number of shares of Guarantor Shares Common Stock outstanding immediately prior to the open of business on such share split Ex-Dividend Date or share combinationEffective Date, as applicable; and OS’ = the number of Guarantor Shares shares of Common Stock that would be outstanding immediately prior to the open of business on such Ex-Dividend Date or the Effective Date after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.05(a15.04(a) shall become effective immediately after the close open of business on the Record Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the date Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a15.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the 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 Guarantor issues to all or substantially all holders of the Guarantor Shares Common Stock any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Shares shares of the Common Stock at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor Shares 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: OS0 + X ER’ = ER0 x OS0 + Y where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date for such issuance; ER’ = the Exchange Rate in effect immediately after the close open of business on such Record Ex-Dividend Date; OS0= OS0 = the number of Guarantor Shares shares of Common Stock outstanding immediately prior to the close open of business on such Record Ex-Dividend Date;
Appears in 1 contract
Sources: Indenture (Ensco PLC)
Adjustment of Exchange Rate. The Exchange Rate shall will be adjusted from time to time by the Guarantor if any of the following events occursas described in this Section 4.04, except that the Guarantor Company shall not make any adjustments adjustment to the Exchange Rate if Holders of the Bonds have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Guarantor Common Shares and solely as a result of holding the BondsSecurities, in any of the transactions described in this Section 14.05, below without having to exchange their BondsSecurities, as if they held a number of Guarantor Common Shares equal to the applicable Exchange Rate in effect immediately prior to the effective time for such adjustmentRate, multiplied by the principal amount (expressed in thousands) of Bonds Securities held by such Holder.
(a) If the Guarantor exclusively issues Guarantor Common Shares as a dividend or distribution on Guarantor all or substantially all Common Shares, or if the Guarantor effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: OS’ ER’ ER1 = ER0 x OS1 OS0 where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Ex-Dividend Date of such dividend or distribution, or immediately prior to the open Open of business Business on the effective date of such share split or share combination, as applicable; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Ex-Dividend Date or date such effective date; OS0 = the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination, as applicable; OS0= the number of shares of Guarantor Shares outstanding immediately prior to such share split or share combination, as applicable; and OS’ OS1 = the number of Guarantor Common Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 14.05(a4.04(a) shall become effective immediately after the close Open of business Business on the Record Ex-Dividend Date for such dividend or distribution, or immediately after the open Open of business Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a4.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors 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 Guarantor issues to all or substantially all holders of the Guarantor Common Shares any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Shares the Common Shares, at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor Common 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 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 of Business on the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect immediately after the Open of Business on Ex-Dividend Date; OS0 = the number of Common Shares outstanding immediately prior to the Open of 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: OS0 + X ER’ ER1 = ER0 x OS0 + Y ▇▇▇ ▇▇▇ - FMV where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Ex-Dividend Date for such issuancedistribution; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Ex-Dividend Date; OS0= 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 (x) in respect of any exchange of Securities for which Physical Settlement is applicable, if the relevant Exchange Date occurs during 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 the Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Securities for which Cash Settlement or Combination Settlement is applicable, 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 close Open of business Business on such Record Date;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” wi
Appears in 1 contract
Sources: Third Supplemental Indenture (PennyMac Mortgage Investment Trust)
Adjustment of Exchange Rate. The Exchange Rate shall will be adjusted from time to time by the Guarantor if any of the following events occursas described in this Section 4.04, except that the Guarantor Company shall not make any adjustments adjustment to the Exchange Rate if Holders of the Bonds have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offercombination), at the same time and upon the same terms as holders of the Guarantor Common Shares and solely as a result of holding the BondsSecurities, in any of the transactions described in this Section 14.05, below without having to exchange their BondsSecurities, as if they held a number of Guarantor Common Shares equal to the applicable Exchange Rate in effect immediately prior to the effective time for such adjustmentRate, multiplied by the principal amount (expressed in thousands) of Bonds Securities held by such Holder.
(a) If the Guarantor exclusively issues Guarantor Common Shares as a dividend or distribution on Guarantor all or substantially all Common Shares, or if the Guarantor effects a share split or share combination, the Exchange Rate shall will be adjusted based on the following formula: OS’ ER’ ER1 = ER0 x OS1 OS0 where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Ex-Dividend Date of such dividend or distribution, or immediately prior to the open Open of business Business on the effective date of such share split or share combination, as applicable; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Ex-Dividend Date or date such effective date; OS0 = the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination, as applicable; OS0= the number of shares of Guarantor Shares outstanding immediately prior to such share split or share combination, as applicable; and OS’ OS1 = the number of Guarantor Common Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable. Any adjustment made under this Section 14.05(a4.04(a) shall become effective immediately after the close Open of business Business on the Record Ex-Dividend Date for such dividend or distribution, or immediately after the open Open of business Business on the effective date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a4.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors 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 Guarantor issues to all or substantially all holders of the Guarantor Common Shares any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Shares the Common Shares, at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor Common 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 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 of Business on the Ex-Dividend Date for such issuance; ER1 = the Exchange Rate in effect immediately after the Open of Business on Ex-Dividend Date; OS0 = the number of Common Shares outstanding immediately prior to the Open of 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: OS0 + X ER’ ER1 = ER0 x OS0 + Y ▇▇▇ ▇▇▇ ‑ FMV where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close Open of business Business on the Record Ex-Dividend Date for such issuancedistribution; ER’ ER1 = the Exchange Rate in effect immediately after the close Open of business Business on such Record Ex-Dividend Date; OS0= 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 (x) in respect of any exchange of Securities for which Physical Settlement is applicable, if the relevant Exchange Date occurs during 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 the Exchange Date in determining the Exchange Rate and (y) in respect of any exchange of Securities for which Cash Settlement or Combination Settlement is applicable, 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 close Open of business Business on such Record Date;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” wi
Appears in 1 contract
Sources: Second Supplemental Indenture (PennyMac Mortgage Investment Trust)
Adjustment of Exchange Rate. The Exchange Rate shall be adjusted from time to time by the Guarantor if any of the following events occurs, except that the Guarantor Company shall not make any adjustments to the Exchange Rate if Holders of the Bonds Notes have the right to participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Guarantor Ordinary Shares and solely as a result of holding the BondsNotes, in any of the transactions described in this Section 14.0514.04, without having to exchange their BondsNotes, as if they held a number of Guarantor Ordinary Shares equal to the Exchange Rate in effect immediately prior to the effective time for such adjustment, multiplied by the principal amount (expressed in thousands) of Bonds Notes held by such Holder.
(a) If the Guarantor exclusively issues Guarantor Ordinary Shares as a dividend or distribution on Guarantor the Ordinary Shares, or if the Guarantor effects a share split or share combination, in either case, in respect of the Ordinary Shares, the Exchange Rate shall be adjusted based on the following formula: OS’ ER’ = ER0 x × OS’ OS0 where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date of such dividend or distribution, or immediately prior to the open of business on the date Effective Date of such share split or share combination, as applicable; ER’ = the Exchange Rate in effect immediately after the close open of business on such Record Ex-Dividend Date or date Effective Date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately prior to the open of business on such Ex-Dividend Date or Effective Date, as applicable, before giving effect to such dividend, distribution, share split or share combination, as applicable; OS0= the number of shares of Guarantor Shares outstanding immediately prior to such share split or share combination, as applicable; and OS’ = the number of Guarantor Ordinary Shares that would be outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 14.05(a14.04(a) shall become effective immediately after the close open of business on the Record Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the date Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.05(a14.04(a) is declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the 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 Guarantor issues to all or substantially all holders of the Guarantor Ordinary Shares any rights, options or warrants (other than in connection with a shareholder rights 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 Guarantor Ordinary Shares at a price per share that is less than the average of the Last Reported Sale Prices of the Guarantor 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: OS0 + X ER’ = ER0 x × OS0 + X OS0 + Y where, ER0= ER0 = the Exchange Rate in effect immediately prior to the close open of business on the Record Ex-Dividend Date for such issuance; ER’ = the Exchange Rate in effect immediately after the close open of business on such Record Ex-Dividend Date; OS0= OS0 = the number of Guarantor Ordinary Shares outstanding immediately prior to the close open of business on such Record Ex-Dividend Date;
Appears in 1 contract
Sources: Indenture (LivaNova PLC)