Effect on Conversion Price of Certain Events. In order to prevent dilution of the conversion rights granted under this Section 15, in addition to the adjustments provided for in Section 15.4, the Conversion Rate shall be subject to adjustment from time to time pursuant to this Section 15.5 as follows; provided, however, that no adjustments shall be made under this Section 15.5 with respect to any issuance of securities or other event that requires an adjustment of the Conversion Rate under Section 15.4. (1) If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 15.5 is deemed to have issued or sold, other than in an Excluded Issuance, any share of Common Stock for a consideration per share less than the Trigger Price in effect immediately prior to such time (a "Dilutive Event"), then forthwith upon such issue or sale in the Dilutive Event the Conversion Rate shall be increased by dividing the Conversion Rate in effect immediately before the Dilutive Event by a fraction, the numerator of which is the number of shares of Common Stock that are Outstanding on an As-Converted Basis (as defined below) immediately before the Dilutive Event plus the number of shares of Common Stock that could be purchased at the Trigger Price at the time of the Dilutive Event for the aggregate consideration paid or payable upon the sale or issuance of Common Stock in the Dilutive Event, and the denominator of which is the number of shares of Common Stock that are Outstanding on an As-Converted Basis immediately before the Dilutive Event plus the number of shares that are acquired or to be acquired
Appears in 2 contracts
Sources: Debenture Purchase Agreement (British Aerospace Holdings Inc), Debenture Purchase Agreement (Orion Newco Services Inc)
Effect on Conversion Price of Certain Events. In order to prevent dilution of the conversion rights granted under this Section 15, in addition to the adjustments provided for in Section 15.4, the Conversion Rate shall be subject to adjustment from time to time pursuant to this Section 15.5 as follows; provided, however, that no adjustments shall be made under this Section 15.5 with respect to any issuance of securities or other event that requires an adjustment of the Conversion Rate under Section 15.4.
(1) If and whenever on or after the Closing Date the Company issues or sells, or in accordance with this Section 15.5 is deemed to have issued or sold, other than in an Excluded Issuance, any share of Common Stock for a consideration per share less than the Trigger Price in effect immediately prior to such time (a "Dilutive Event"), then forthwith upon such issue or sale in the Dilutive Event the Conversion Rate shall be increased by dividing the Conversion Rate in effect immediately before the Dilutive Event by a fraction, the numerator of which is the number of shares of Common Stock that are Outstanding on an As-Converted Basis (as defined below) immediately before the Dilutive Event plus the number of shares of Common Stock that could be purchased at the Trigger Price at the time of the Dilutive Event for the aggregate consideration paid or payable upon the sale or issuance of Common Stock in the Dilutive Event, and the denominator of which is the number of shares of Common Stock that are Outstanding on an As-Converted Basis immediately before the Dilutive Event plus the number of shares that are acquired or to be acquiredConverted
Appears in 1 contract
Sources: Debenture Purchase Agreement (Orion Newco Services Inc)