Effect of Common Stock Change Event Sample Clauses
The "Effect of Common Stock Change Event" clause defines how certain changes to a company's common stock—such as stock splits, reverse splits, or stock dividends—will impact the rights and obligations of parties under the agreement. Typically, this clause outlines adjustments to conversion rates, exercise prices, or the number of shares issuable under options or warrants to ensure that the economic value of these instruments remains consistent despite changes in the underlying stock. Its core function is to protect both parties from unintended dilution or windfall gains by maintaining fairness and economic equivalence when the company's capital structure changes.
Effect of Common Stock Change Event. (A) Generally. If there occurs any:
(i) recapitalization, reclassification or change of the Common Stock (other than changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);
(ii) consolidation, merger, combination or binding or statutory share exchange involving Parent;
(iii) sale, lease or other transfer of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any Person; or
(iv) other similar event, and, as a result, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities, cash or other property, or any combination of the foregoing (such an event, a “Common Stock Change Event,” and such other securities, cash or property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue or deliver a fractional portion of any security or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Indenture or the Notes,
(1) from and after the effective time of such Common Stock Change Event, (I) the Exchange Consideration due upon exchange of any Note, and the conditions to any such exchange, will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 5 (or in any related definitions) were instead a reference to the same number of Reference Property Units; and (II) for purposes of the definition of “Fundamental Change” and “Make-Whole Fundamental Change,” the terms “Common Stock” and “common equity” will be deemed to mean the common equity (including depositary receipts representing common equity), if any, forming part of such Reference Property;
(2) if such Reference Property Unit consists entirely of cash, then the Company will be deemed to elect Physical Settlement in respect of all exchanges whose Exchange Date occurs on or after the effective date of such Common Stock Change Event and will pay the cash due upon such exchanges no later than the second (2nd) Business Day after the relevant Exchange Date; and
(3) for these purposes, (I) the Daily V...
Effect of Common Stock Change Event. (A) If there occurs:
(i) A recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);
(ii) A consolidation, merger, combination or binding or statutory share exchange involving the Company; or
(iii) A sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person, and, in each case, as a result of such occurrence, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities or other property (including cash or any combination of the foregoing) (such an event, a “Common Stock Change Event,” and such other securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in the Indenture or the Notes, at the effective time of such Common Stock Change Event, (x) the Conversion Consideration due upon conversion of any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Article 6 (or in any related definitions) were instead a reference to the number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; (y) for purposes of Section 6.04, each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units that a Holder of one (1) share of Common Stock would be entitled to receive; and (z) for purposes of the definition of “Fundamental Change,” the term “Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the def...
Effect of Common Stock Change Event. 62 Article 6 Successors 64 Section 6.01. When the Company May Merge, Etc. 64 Section 6.02. Successor Corporation Substituted. 65 Article 7 Defaults and Remedies 65 Section 7.01. Events of Default. 65 Section 7.02. Acceleration. 67 Section 7.03. Sole Remedy for a Failure to Report. 67 Section 7.04. Other Remedies. 68 Section 7.05. Waiver of Past Defaults. 69 Section 7.06. Control by Majority. 69 Section 7.07. Limitation on Suits. 69 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration. 70 Section 7.09. Collection Suit by Trustee. 70 Section 7.10. Trustee May File Proofs of Claim. 70 Section 7.11. Priorities. 71 Section 7.12. Undertaking for Costs. 71 Article 8 Amendments, Supplements and Waivers 71
Effect of Common Stock Change Event. ACTIVE/106960961.1 56 (A)
Effect of Common Stock Change Event