Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 10, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 to July 27 and from July 28 to January 27, commencing with the six-month period beginning January 28, 2007, if the average Security Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date"). Such payments shall be paid on the last day of the relevant Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date").
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified described below and in this paragraph 10the Indenture, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 June 1 to July 27 November 30 and from July 28 December 1 to January 27May 31, commencing with the six-month period beginning January 28December 1, 20072004, if the average Security Debenture Market Price of a Debenture for the Five-Five Trading Day Period with respect to such Contingent Interest Period equals 120% $1,200 or more of the Accreted Value thereof on the trading day immediately preceding the first day of the relevant Contingent Interest Periodmore. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof principal amount of Debentures in respect of any Contingent Interest Period shall equal the greater of (x1) 0.25% of the average Debenture Market Price of a Debenture for the Five Trading Day Period and (2) the sum of all Regular Cash Dividends Dividends, if any, paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of Conversion Rate in effect on the accrual date for on each such contingent interest or (y) 0.125% of the average Security Price for the Five-Day Period with respect to such Contingent Interest Periodpayment date. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (or, if the Company pays a "Contingent Interest Record Date"). Such payments shall be paid on the last day of Regular Cash Dividend during the relevant Contingent Interest Period, to Holders as of the record date for the related Regular Cash Dividend. Contingent interest calculates pursuant to this paragraph 10 shall Such payments will be paid on the last day of the relevant Contingent Interest Period (or, if the Company pays a "Regular Cash Dividend during the relevant Contingent Interest Payment Date")Period, on the payment date of the related Regular Cash Dividend. Regular cash interest will continue to accrue at the rate of 1.75% per year on the principal amount of the Debentures whether or not contingent interest is paid.
Appears in 1 contract
Sources: Second Supplemental Indenture (Quest Diagnostics Inc)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 June 4 to July 27 December 3 and from July 28 December 4 to January 27June 3, commencing with the initial six-month period beginning January 28commencing June 4, 20072006, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price and Accrued Original Issue Discount of a Security to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the sum of any contingent interest payable in the first and second three-month periods during such Contingent Interest Period. During any such three-month period, the amount of any contingent interest payable shall be equal to the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.1250.625% of the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) the sum of any Regular Cash Dividends paid by the Company per share of Common Stock during such three-month period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount at Maturity hereof is convertible pursuant to paragraph 9 hereof as of the accrual date for such contingent interest. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (or, if any Regular Cash Dividends are paid by the Company during a "Contingent Interest Record Date")Period, to Holders as of the record date for the related Regular Cash Dividend. Such payments shall be paid on the last day of the relevant Contingent Interest Period or, if Regular Cash Dividends are paid by the Company during a Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day payment date of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")related Regular Cash Dividend. Original Issue Discount will continue to accrue at 3% per annum whether or not contingent interest is paid.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 23 to July 27 22 and from July 28 23 to January 2722, commencing with the six-month period beginning after January 2822, 20072004, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price of a Security and Original Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (x) Regular Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Quarterly Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or and (y) 0.1250.0315% of the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the 15th record date for the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during a Quarterly Period, to Holders as of the 15/th/ day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during any Quarterly Period, on the last day of the relevant Contingent Interest Period. Contingent Original Issue Discount will continue to accrue at 2.375% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Sources: Indenture (Danaher Corp /De/)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 May 9 to July 27 November 8 and from July 28 November 9 to January 27May 8, commencing with the six-month period beginning January 28May 9, 20072004, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the trading Issue Price of a Security and Original Issue Discount accrued thereon to the day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (xi) Regular Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Quarterly Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or (yii) 0.125% $.06 multiplied by such number of the average Security Price for the Five-Day Period with respect to such Contingent Interest Periodshares. Contingent interest, if any, will accrue and be payable to Holders as of the 15th record date for the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during a Quarterly Period, to Holders as of the 15/th/ day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during any Quarterly Period, on the last day of the relevant Contingent Interest Period. Contingent Original Issue Discount will continue to accrue at .75% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 August 14 to July 27 February 13 and from July 28 February 14 to January 27August 13, commencing with the six-month period beginning January 28August 14, 20072006, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the trading Issue Price of a Security and Original Issue Discount accrued thereon to the day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (x) Regular Cash Dividends paid by the Company Parent per share of Class A Common Stock during that Contingent Interest Quarterly Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible exchangeable pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Price for the Five-Day Period with respect to such Contingent Interest Period$0.06 multiplied by 14.3657. Contingent interest, if any, will accrue and be payable to Holders as of the record date for the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Parent during a Quarterly Period, to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Parent during any Quarterly Period, on the last day of the relevant Contingent Interest Period. Contingent Original Issue Discount will continue to accrue at 1.50% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Sources: Indenture (Eaton Vance Corp)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 May 9 to July 27 November 8 and from July 28 November 9 to January 27May 8, commencing with the six-month period beginning January 28after May 9, 20072005, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price of a Security and Original Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.1250.0625% of the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) Regular Cash Dividends paid by the Company per share of Common Stock during that Quarterly Period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount at Maturity hereof is convertible pursuant to paragraph 9 hereof as of the accrual date for such contingent interest. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (or, if Regular Cash Dividends are paid by the Company during a "Contingent Interest Record Date")Quarterly Period, to Holders as of the record date for the related Regular Cash Dividend. Such payments shall be paid on the last day of the relevant Contingent Interest Period or, if Regular Cash Dividends are paid by the Company during a Quarterly Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day payment date of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")related Regular Cash Dividend. Original Issue Discount will continue to accrue at 2.75% per annum whether or not contingent interest is paid.
Appears in 1 contract
Sources: Indenture (SPX Corp)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 February 8 to July 27 August 7 and from July 28 August 8 to January 27February 7, commencing with the initial six-month period beginning January 28commencing after February 8, 20072006, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price of a Security and Original Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) 0.125% of the average LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period and (y) the sum of any Regular Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Price for the Five-Day Period with respect to such Contingent Interest Periodinterest. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (or, if any Regular Cash Dividends are paid by the Company during a "Contingent Interest Record Date")Period, to Holders as of the record date for the related Regular Cash Dividend. Such payments shall be paid on the last day of the relevant Contingent Interest Period or, if Regular Cash Dividends are paid by the Company during a Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day payment date of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")related Regular Cash Dividend. Original Issue Discount will continue to accrue at 1% per annum whether or not contingent interest is paid.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 May 12 to July 27 November 11 and from July 28 November 12 to January 27May 11, commencing with the six-month period beginning January 28May 12, 20072006, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the trading Issue Price of a Security and Original Issue Discount accrued thereon to the day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (x) Regular Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Quarterly Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or and (y) 0.125% of $0.065 multiplied by the average Security Price for the Five-Day Period then applicable Conversion Rate with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the record date for the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during a Quarterly Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Regular Cash Dividend or, if no Regular Cash Dividend is paid by the Company during any Quarterly Period, on the last day of the relevant Contingent Interest Period. Contingent Original Issue Discount will continue to accrue at 1.875% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Sources: Indenture (Franklin Resources Inc)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 December 14 to July 27 June 13 and from July 28 June 14 to January 27December 13, commencing with the six-month period beginning January 28December 14, 20072006, if the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 10 hereof as of the accrual date for such contingent interest or (y) 0.125.125% of the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the record date for the related Cash Dividend or, if no Cash Dividend is paid by the Company during any quarter within a Contingent Interest Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (each, a "Contingent Interest Record Date"). Such payments shall be paid on the last day payment date of the relevant related Cash Dividend or, if no Cash Dividend is paid by the Company during any quarter within a Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")Period.
Appears in 1 contract
Sources: Second Supplemental Indenture (Interpublic Group of Companies Inc)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 February 8 to July 27 August 7 and from July 28 August 8 to January 27February 7, commencing with the initial six-month period beginning January 28commencing after February 8, 20072006, if the average Security Securities Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the sum of the Initial Accreted Value thereof on Principal Amount and the Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Securities Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) a Fixed Amount multiplied by the Conversion Rate as of the accrual date for such contingent interest. The Fixed Amount shall be equal to $0.20 and shall be adjusted whenever the Conversion Rate is adjusted by multiplying the then-current Fixed Amount by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment thereof and the denominator of which is the Conversion Rate as so adjusted. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the last day of the relevant Contingent Interest Period. Contingent Issue Discount will continue to accrue at 1% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 May 11 to July 27 November 10 and from July 28 November 11 to January 27May 10, commencing with the six-month period beginning January 28after May 11, 20072003, if the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on of such Note to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 10 hereof as of the accrual date for such contingent interest or and (y) 0.125% of the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period, except that no contingent interest payment shall exceed 1.62% of the Accreted Value of the Notes at the beginning of the relevant Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the record date for the related Cash Dividend or, if no Cash Dividend is paid by the Company during any quarter within a Contingent Interest Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Cash Dividend or, if no Cash Dividend is paid by the Company during any quarter within a Contingent Interest Period, on the last day of the relevant Contingent Interest Period. In addition, on any Purchase Date, Fundamental Change Purchase Date or Redemption Date that occurs during a Contingent Interest Period for which a Holder is entitled to contingent interest calculates pursuant to this paragraph 10 shall clause (y) of the preceding paragraph, contingent interest will be paid payable to such Holder in an amount equal to the amount that would have been otherwise payable to such Holder on the last day of the relevant such Contingent Interest Period (a "divided by the actual number of days from the first day of such Contingent Interest Payment Date to the Purchase Date"), Fundamental Change Purchase date or Redemption, as the case may be, using a 360-day year composed of twelve 30-day months.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Horton D R Inc /De/)
Contingent Interest. Subject to the accrual and record date Common Stock Record Date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 20 to July 27 19 and from July 28 20 to January 2719, commencing with the six-month period beginning January 2820, 2007, if the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on of such Note to the trading day Trading Day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 9 hereof as of the accrual date for such contingent interest or and (y) 0.125% of the average Security Note Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the Common Stock Record Date for the related Cash Dividend or, if no Cash Dividend is paid by the Company during a Contingent Interest Period, to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the payment date of the related Cash Dividend or, if no Cash Dividend is paid by the Company during a Contingent Interest Period, on the last day of the relevant Contingent Interest Period. In addition, on any Purchase Date, Fundamental Change Purchase Date or Redemption Date that occurs during a Contingent Interest Period for which a Holder is entitled to contingent interest calculates pursuant to this paragraph 10 shall clause (y) of the preceding paragraph, contingent interest will be paid payable to such Holder in an amount equal to the amount that would have been otherwise payable to such Holder on the last day of the relevant such Contingent Interest Period (a "divided by the actual number of days from the first day of such Contingent Interest Payment Date to the Purchase Date"), Fundamental Change Purchase Date or Redemption Date, as the case may be, using a 360-day year composed of twelve 30-day months.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 February 8 to July 27 August 7 and from July 28 August 8 to January 27February 7, commencing with the initial six-month period beginning January 28commencing after February 8, 20072006, if the average Security Securities Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the sum of the Initial Accreted Value thereof on Principal Amount and the Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Securities Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) a Fixed Amount multiplied by the Conversion Rate as of the accrual date for such contingent interest. The Fixed Amount shall be equal to twice the quarterly dividend per share declared by the Company in the third calendar quarter of 2004 with respect to earnings for the preceding calendar quarter and shall be adjusted whenever the Conversion Rate is adjusted pursuant to Section 11.06 of the Indenture by multiplying the then-current Fixed Amount by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment thereof and the denominator of which is the Conversion Rate as so adjusted. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date")Period. Such payments shall be paid on the last day of the relevant Contingent Interest Period. Contingent Issue Discount will continue to accrue at 1% per annum whether or not contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")is paid.
Appears in 1 contract
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from January 28 February 6 to July 27 August 5 and from July 28 August 6 to January 27February 5, commencing with the six-month period beginning January 28after February 6, 20072006, if the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price of a Security and Original Issue Discount accrued thereon to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Quarterly Period within a Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.1250.0625% of the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) Regular Cash Dividends paid by the Company per share of Common Stock during that Quarterly Period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount at Maturity hereof is convertible pursuant to paragraph 9 hereof as of the accrual date for such contingent interest. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (or, if Regular Cash Dividends are paid by the Company during a "Contingent Interest Record Date")Quarterly Period, to Holders as of the record date for the related Regular Cash Dividend. Such payments shall be paid on the last day of the relevant Contingent Interest Period or, if Regular Cash Dividends are paid by the Company during a Quarterly Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day payment date of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")related Regular Cash Dividend. Original Issue Discount will continue to accrue at 2.75% per annum whether or not contingent interest is paid.
Appears in 1 contract
Sources: Indenture (SPX Corp)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 105, the Company shall pay contingent interest to the Holders during any six-month period (a "Contingent Interest Period") from July 27 to January 28 26 and from January 27 to July 27 and from July 28 to January 2726, commencing with the initial six-month period beginning January 28commencing July 27, 20072004, if the A-4 66 average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on sum of the Issue Price of a Security to the trading day immediately preceding the first day of the relevant Contingent Interest Period. The amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof in respect of any Contingent Interest Period shall equal the sum of any contingent interest payable in the first and second three-month periods during such Contingent Interest Period. During any such three-month period, the amount of any contingent interest payable shall be equal to the greater of (x) Cash Dividends paid by the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.125.0625% of the average Security LYON Market Price for the Five-Day Period with respect to such Contingent Interest PeriodPeriod and (y) the sum of all Regular Cash Dividends paid by the Company per share of Common Stock during such three-month period multiplied by the number of shares of Common Stock into which $1,000 Principal Amount hereof is convertible pursuant to paragraph 9 hereof as of the accrual date for such contingent interest. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day (whether or not a Business Day) preceding the last day of the relevant Contingent Interest Period (or, if any Regular Cash Dividends are paid by the Company during a "Contingent Interest Record Date")Period, to Holders as of the record date for the related Regular Cash Dividend. Such payments shall be paid on the last day of the relevant Contingent Interest Period or, if Regular Cash Dividends are paid by the Company during a Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid , on the last day payment date of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")related Regular Cash Dividend.
Appears in 1 contract
Sources: Indenture (Novellus Systems Inc)
Contingent Interest. Subject In addition to regular interest on a series of notes, beginning with the accrual and record date provisions specified in this paragraph 10six-month interest period ending June 6, the Company shall 2015, we will also pay contingent interest to the Holders during any six-month interest period (in which the average trading price per $1,000 principal amount of a "Contingent Interest Period") from January 28 to July 27 and from July 28 to January 27, commencing with series of notes for the five-day trading period ending on the third day immediately preceding the first day of such six-month interest period beginning January 28, 2007, if the average Security Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof on the trading day immediately preceding the first day of the relevant Contingent Interest Period. The principal amount of such series of notes During any interest period in which contingent interest shall be payable on a series of notes, the contingent interest payable per $1,000 Principal Amount principal amount of such series of notes will equal 0.50% per annum of the average trading price of $1,000 principal amount of notes during the five trading day measuring period ending on the third day immediately preceding the applicable six-month interest period used to determine whether contingent interest must be paid Conversion Rights: Holders may surrender notes for conversion into cash and shares of our common stock on or prior to the maturity date only in the following circumstances: · During any fiscal quarter commencing after the date of original issuance of the notes, if the common stock price for at Final Maturity hereof least 20 trading days in respect the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter preceding the quarter in which the conversion occurs is more than 120% of the Conversion Price in effect on that 30th trading day; · If such notes have been called for redemption, at any time prior to the close of business on the second business day prior to redemption date; · At any time on or after December 15, 2028; or · Upon the occurrence of specified transactions described under “Conversion Upon Specified Corporate Transactions” below. Upon the occurrence of any Contingent Interest Period shall equal of the greater circumstances described above, holders may convert any outstanding notes into cash and shares of (x) Cash Dividends paid by the Company our common stock at an initial “Conversion Price” per share of Class A Common Stock during that Contingent Interest Period multiplied by the number $9.69. This represents a “Conversion Rate” of approximately 103.1992 shares of Class A Common Stock into which common stock per $1,000 Principal Amount at Final Maturity hereof is convertible pursuant principal amount of notes. Subject to paragraph 8 hereof as certain exceptions set forth in the indenture, once notes are tendered for conversion, the value (the “Conversion Value”) of the accrual date for such contingent interest or (y) 0.125% cash and shares of the average Security Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interestour common stock, if any, will accrue and to be payable to Holders as received by a holder converting $1,000 principal amount of the 15th day preceding notes will be determined by multiplying the last day Conversion Rate by the Ten Day Average Closing Stock Price (as defined below). We will deliver the Conversion Value to holders as follows: (1) an amount in cash (the “Principal Return”) equal to the lesser of (a) the aggregate Conversion Value of the relevant Contingent Interest Period notes to be converted and (a "Contingent Interest Record Date"b) the aggregate principal amount of the notes to be converted, (2) if the aggregate Conversion Value of the notes to be converted is greater than the Principal Return, an amount in whole shares (the “Net Shares”), determined as set forth below, equal to such aggregate Conversion Value less the Principal Return (the “Net Share Amount”), and (3) an amount in cash in lieu of any fractional shares of common stock. Such payments shall We will pay the Principal Return and cash in lieu of fractional shares and deliver the Net Shares, if any, as promptly as practicable after determination of the Net Share Amount. The number of Net Shares to be paid will be determined by dividing the Net Share Amount by the Ten Day Average Closing Stock Price, rounded down to the nearest whole share. The “Ten Day Average Closing Stock Price” will be the average of the closing per share prices of our common stock on the last day of the relevant Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid New York Stock Exchange on the last ten consecutive trading days beginning on the second trading day of following the relevant Contingent Interest Period (a "Contingent Interest Payment Date").day
Appears in 1 contract
Sources: Purchase Agreement (American Equity Investment Life Holding Co)
Contingent Interest. Subject to the accrual and record date provisions specified in this paragraph 10described above, the Company shall will pay contingent interest Contingent Interest to the Holders of the Securities during any six-month period (a "Contingent from an Interest Period") from January 28 to July 27 and from July 28 to January 27Payment Date to, but excluding, the following Interest Payment Date, commencing with the six-month period beginning January 28on February 15, 20072013, if the average Security Trading Price for the Five-Day Period with respect to such Contingent Interest Period equals 120% or more of the Accreted Value thereof Securities for each of the five Trading Days ending on the trading day third Trading Day immediately preceding the first day of the relevant Contingent Interest Periodsix-month period equals 120% or more of the principal amount of the Securities. The amount of Contingent Interest payable per each $1,000 principal amount of Securities with respect to any six-month period will equal 0.50% per annum of the average Trading Price of the Securities for the five Trading Days referred to above. Upon determination that Holders of the Securities will be entitled to receive Contingent Interest that will become payable during a relevant six-month period, on or prior to the start of such six-month period, the Company will provide an Officer’s Certificate to the Trustee setting forth the amount of contingent interest payable per $1,000 Principal Amount at Final Maturity hereof principal amount of the Securities and disseminate a press release through a public medium that is customary for such press releases. The Company may cause to be withheld from any payment hereunder any tax withholding required by law or regulations, including, in respect the case of any withholding obligation arising from income that does not give rise to any cash or property from which any applicable withholding tax could be satisfied, set off against any subsequent payment of cash or property hereunder. The Company may unilaterally increase the amount of Contingent Interest Period shall equal the greater of (x) Cash Dividends paid by it may pay or interest or other amounts it is obligated to pay, but the Company per share of Class A Common Stock during that Contingent Interest Period multiplied by the number of shares of Class A Common Stock into which $1,000 Principal Amount at Final Maturity hereof is convertible pursuant will have no obligation to paragraph 8 hereof as of the accrual date for such contingent interest or (y) 0.125% of the average Security Price for the Five-Day Period with respect to such Contingent Interest Period. Contingent interest, if any, will accrue and be payable to Holders as of the 15th day preceding the last day of the relevant Contingent Interest Period (a "Contingent Interest Record Date"). Such payments shall be paid on the last day of the relevant Contingent Interest Period. Contingent interest calculates pursuant to this paragraph 10 shall be paid on the last day of the relevant Contingent Interest Period (a "Contingent Interest Payment Date")do so.
Appears in 1 contract
Sources: First Supplemental Indenture (Flotek Industries Inc/Cn/)