Fundamental Change. If a fundamental change (as defined in the Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion Date, holders of the Mandatory Convertible Preferred Shares will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part, into Common Shares at the fundamental change conversion rate (as defined in the Preferred Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date. The following table sets forth the fundamental change conversion rate per Mandatory Convertible Preferred Share based on the effective date of the fundamental change and the share price (as defined in the Preferred Shares Preliminary Prospectus Supplement) in the fundamental change: May 14, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 The exact share price and effective date may not be set forth on the table, in which case: · if the share price is between two share prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share will be determined by straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share set forth for the higher and lower share prices and the earlier and later effective dates, as applicable, based on a 365-day; · if the share price is in excess of $50.00 per share (subject to adjustment in the same manner as the share prices in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share price is less than $2.00 per share (subject to adjustment in the same manner as the share prices in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share will be determined (a) as if the share price were equal to $2.00 and (b) if the effective date is between two effective dates on the table, using straight-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversion.
Appears in 2 contracts
Sources: Underwriting Agreement (Nabors Industries LTD), Underwriting Agreement (Nabors Industries LTD)
Fundamental Change. If a fundamental change (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateJanuary 15, 2018, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in part, into shares of Common Shares Stock at the fundamental change conversion rate (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date on, and (B) including, the date that is 20 calendar days after such effective date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than January 15, 2018). The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock based on the effective date of the fundamental change and the share stock price (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) in the fundamental change: May 14January 21, 2015 44.9560 42.5280 39.4600 36.9820 36.0980 35.7400 35.5300 35.4260 35.5580 35.8260 36.0880 36.3020 36.5700 January 15, 2016 44.2160 43.1160 40.8200 38.1420 36.9880 36.4780 36.1540 35.9480 36.0100 36.2420 36.4600 36.6160 36.7820 January 15, 2017 43.6620 43.4500 42.4680 39.9640 38.3740 37.5660 37.0140 36.6220 36.5820 36.7340 36.8420 36.8940 36.9260 January 15, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 43.4780 43.4780 43.4780 43.4780 43.4780 40.0000 37.0020 37.0020 37.0020 37.0020 37.0020 37.0020 37.0020 The exact share stock price and effective date may not be set forth on the table, in which case: · • if the share stock price is between two share stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Stock set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365- or 366-day year, as applicable; • if the stock price is in excess of $60.00 per share (subject to adjustment in the same manner and at the same time as the stock price set forth in the first row of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement; and • if the stock price is less than $5.00 per share (subject to adjustment in the same manner and at the same time as the stock price set forth in the first row of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Stock will be the Maximum Conversion Rate, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement. The following table sets forth the fundamental change conversion rate per Depositary Share based on the effective date of the fundamental change and the stock price in the fundamental change: January 21, 2015 2.2478 2.1264 1.9730 1.8491 1.8049 1.7870 1.7765 1.7713 1.7779 1.7913 1.8044 1.8151 1.8285 January 15, 2016 2.2108 2.1558 2.0410 1.9071 1.8494 1.8239 1.8077 1.7974 1.8005 1.8121 1.8230 1.8308 1.8391 January 15, 2017 2.1831 2.1725 2.1234 1.9982 1.9187 1.8783 1.8507 1.8311 1.8291 1.8367 1.8421 1.8447 1.8463 January 15, 2018 2.1739 2.1739 2.1739 2.1739 2.1739 2.0000 1.8501 1.8501 1.8501 1.8501 1.8501 1.8501 1.8501 The exact stock price and effective date may not be set forth on the table, in which case: • if the stock price is between two stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Depositary Share set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · • if the share stock price is in excess of $50.00 60.00 per share (subject to adjustment in the same manner and at the same time as the share prices stock price set forth in the column headings first row of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Depositary Share will be the Minimum Conversion Rate, divided by 20, subject to adjustment as described in the Preferred Depositary Shares Preliminary Prospectus Supplement; and · • if the share stock price is less than $2.00 5.00 per share (subject to adjustment in the same manner and at the same time as the share prices stock price set forth in the column headings first row of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per Depositary Share will be the Maximum Conversion Rate, divided by 20, subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Share will be determined (a) as if Stock, a holder of Depositary Shares may only convert its Depositary Shares upon the share price were equal to $2.00 and (b) if occurrence of a fundamental change in lots of 20 Depositary Shares. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightfundamental change dividend make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event whole amount (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 6.25% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.
Appears in 2 contracts
Sources: Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co)
Fundamental Change. If a fundamental change (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateMay 15, 2028, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in part, into shares of Common Shares Stock at the fundamental change conversion rate (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) of such fundamental change and ending on on, and including, the earlier of (A) the Mandatory Conversion Date and (Ba) the date that is 20 calendar days after such effective date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such fundamental change) and (b) May 15, 2028. For the avoidance of doubt, the period described in the immediately preceding sentence may not end on a date that is later than May 15, 2028. The following table sets forth the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock (subject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement) based on the effective date of the fundamental change and the share stock price (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) in the fundamental change: May 1427, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 2025 54.4980 53.3600 52.4540 51.7360 51.0420 50.7100 50.5180 50.3120 50.0500 49.8100 49.6120 49.4500 May 115, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 2026 57.4960 56.1440 54.8820 53.7820 52.6560 52.1060 51.7840 51.4400 51.0080 50.6160 50.3040 50.0540 May 115, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 2027 59.4920 58.4020 57.0200 55.5780 53.9360 53.0960 52.6040 52.0780 51.4320 50.8680 50.4440 50.1260 May 115, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 2028 60.6060 60.6060 60.6060 60.6060 60.6060 55.5560 52.6320 49.4740 49.4740 49.4740 49.4740 49.4740 The exact share stock price and effective date may not be set forth on in the table, in which case: · if the share stock price is between two share stock prices on the table or the effective date is between two effective dates on the table, the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be determined by straight-line interpolation between the fundamental change conversion rates per share of Mandatory Convertible Preferred Share Stock set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365-dayday or 366-day year, as applicable; · if the share stock price is in excess of $50.00 28.00 per share (subject to adjustment in the same manner as the share stock prices in the column headings of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · if the share stock price is less than $2.00 8.00 per share (subject to adjustment in the same manner as the share stock prices in the column headings of the table above as described in the Preferred Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate per share of Mandatory Convertible Preferred Share Stock will be determined the Maximum Conversion Rate. The following table sets forth the fundamental change conversion rate per Depositary Share (asubject to adjustment as described in the Depositary Shares Preliminary Prospectus Supplement) as based on the effective date of the fundamental change and the stock price in the fundamental change: May 27, 2025 2.7249 2.6680 2.6227 2.5868 2.5521 2.5355 2.5259 2.5156 2.5025 2.4905 2.4806 2.4725 May 15, 2026 2.8748 2.8072 2.7441 2.6891 2.6328 2.6053 2.5892 2.5720 2.5504 2.5308 2.5152 2.5027 May 15, 2027 2.9746 2.9201 2.8510 2.7789 2.6968 2.6548 2.6302 2.6039 2.5716 2.5434 2.5222 2.5063 May 15, 2028 3.0303 3.0303 3.0303 3.0303 3.0303 2.7778 2.6316 2.4737 2.4737 2.4737 2.4737 2.4737 The exact stock price and effective date may not be set forth in the table, in which case: · if the share stock price were equal to $2.00 and (b) if is between two stock prices on the table or the effective date is between two effective dates on the table, using the fundamental change conversion rate per Depositary Share will be determined by straight-line interpolation. Conversion upon interpolation between the fundamental change conversion rates per Depositary Share set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a Tax Event: If at any time Issuer becomes obligated 365-day or 366-day year, as applicable; · if the stock price is in excess of $28.00 per share (subject to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event (as defined adjustment in the Preferred same manner as the stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to then the fundamental change conversion rate determined per Depositary Share will be the Minimum Conversion Rate, divided by 20; and · if the stock price is less than $8.00 per share (subject to adjustment in the same manner as though the tax event stock prices in the column headings of the table above as described in the Depositary Shares Preliminary Prospectus Supplement), then the fundamental change conversion date rate per Depositary Share will be the Maximum Conversion Rate, divided by 20. Because each Depositary Share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of Depositary Shares may convert its Depositary Shares upon the occurrence of a fundamental change only in lots of 20 Depositary Shares. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the fundamental change dividend make-whole amount (as defined in the Preferred Depositary Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 7.58% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.
Appears in 1 contract
Sources: Underwriting Agreement (QXO, Inc.)
Fundamental Change. If a fundamental change Fundamental Change (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateDecember 1, 2027, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their Mandatory Convertible Preferred Shares, in whole or in part, into Common Shares at during the fundamental change conversion rate Fundamental Change Conversion Period (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) during to convert their shares of the period beginning onMandatory Convertible Preferred Stock, and includingin whole or in part (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), the effective date into shares of Common Stock (or Units of Exchange Property (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date)). The following table sets forth the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share based on the effective date of the fundamental change Stock for each Fundamental Change Stock Price and the share price Fundamental Change Effective Date (each as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) in the fundamental changeset forth below: May 14Fundamental Change Effective Date $4.00 $8.00 $12.00 $15.00 $18.00 $20.55 $23.00 $25.69 $28.00 $30.00 $35.00 $40.00 $50.00 $60.00 December 5, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 2024 2.2272 2.3075 2.2880 2.2228 2.1414 2.0769 2.0261 1.9845 1.9591 1.9432 1.9207 1.9118 1.9081 1.9088 December 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 2025 2.2927 2.3502 2.3485 2.2970 2.2099 2.1303 2.0638 2.0086 1.9758 1.9562 1.9307 1.9224 1.9201 1.9210 December 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 2026 2.3614 2.3912 2.3989 2.3791 2.3041 2.2044 2.1079 2.0266 1.9823 1.9592 1.9368 1.9329 1.9330 1.9336 December 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 2027 2.4331 2.4331 2.4331 2.4331 2.4331 2.4331 2.1739 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 1.9465 The exact share price Fundamental Change Stock Price and effective date Fundamental Change Effective Date may not be set forth on the table, in which case: · • if the share price Fundamental Change Stock Price is between two share prices on Fundamental Change Stock Price amounts in the table or the effective date Fundamental Change Effective Date is between two effective dates on Fundamental Change Effective Dates in the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined by a straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share Fundamental Change Conversion Rates set forth for the higher and lower share prices Fundamental Change Stock Price amounts and the earlier and later effective datesFundamental Change Effective Dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · • if the share price Fundamental Change Stock Price is in excess of $50.00 60.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · • if the share price Fundamental Change Stock Price is less than $2.00 4.00 per share (subject to adjustment in the same manner as the share prices Fundamental Change Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Stock Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share Fundamental Change Conversion Rate will be determined (a) as if the share price were equal to $2.00 and (b) if Maximum Conversion Rate. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightFundamental Change Dividend Make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event Whole Amount (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Stock Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 6.50% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.
Appears in 1 contract
Fundamental Change. If a fundamental change Fundamental Change (as defined in the Preferred Shares Preliminary Prospectus Supplement) occurs on or prior to the Mandatory Conversion DateAugust 15, 2019, holders of the Mandatory Convertible Preferred Shares Stock will have the right to convert their shares of Mandatory Convertible Preferred SharesStock, in whole or in partpart (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of Common Shares Stock at the fundamental change conversion rate Fundamental Change Conversion Rate (as defined in the Preferred Shares Preliminary Prospectus Supplement) during the period beginning on, and including, the effective date Effective Date (as defined in the Preferred Shares Preliminary Prospectus Supplement) of such fundamental change Fundamental Change and ending on the earlier of (A) the Mandatory Conversion Date on, and (B) including, the date that is 20 calendar days after such Effective Date (or, if later, the effective datedate that is 20 calendar days after holders receive notice of such Fundamental Change, but in no event later than August 15, 2019). The following table sets forth the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share Stock based on the effective date Effective Date of the fundamental change Fundamental Change and the share price Stock Price (as defined in the Preferred Shares Preliminary Prospectus Supplement) in the fundamental changeFundamental Change: May 14August 10, 2016 6.3347 6.2792 6.2230 6.1735 6.1073 6.0867 6.0762 6.0750 6.1133 6.4204 6.4911 6.5088 6.5174 August 15, 2017 6.7705 6.6854 6.5951 6.5102 6.3828 6.3336 6.2985 6.2829 6.2792 6.4843 6.5245 6.5362 6.5420 August 15, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 17.2862 7.1960 7.0795 6.9524 6.7293 6.6311 6.5538 6.5151 6.4543 6.5399 6.5580 6.5639 6.5669 August 15, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 7.7459 7.7459 7.7459 7.7459 7.7459 7.1429 6.5923 6.5923 6.5923 6.5923 6.5923 6.5923 6.5923 The exact share price Stock Price and effective date Effective Date may not be set forth on the table, in which case: · • if the share price Stock Price is between two share prices Stock Prices on the table or the effective date Effective Date is between two effective dates Effective Dates on the table, the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share Stock will be determined by straight-line interpolation between the fundamental change conversion rates Fundamental Change Conversion Rates per share of Mandatory Convertible Preferred Share Stock set forth for the higher and lower share prices Stock Prices and the earlier and later effective datesEffective Dates, as applicable, based on a 365365- or 366-dayday year, as applicable; · • if the share price Stock Price is in excess of $50.00 200.00 per share (subject to adjustment in the same manner as the share prices Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share Stock will be the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplement; and · • if the share price Stock Price is less than $2.00 8.00 per share (subject to adjustment in the same manner as the share prices Stock Prices set forth in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplement), then the fundamental change conversion rate Fundamental Change Conversion Rate per share of Mandatory Convertible Preferred Share Stock will be determined (a) the Maximum Conversion Rate, subject to adjustment as if described in the share price were equal to $2.00 and (b) if Preliminary Prospectus Supplement. Discount Rate for Purposes of Fundamental Change Dividend Make-Whole Amount: The discount rate for purposes of determining the effective date is between two effective dates on the table, using straightFundamental Change Dividend Make-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event Whole Amount (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the “share price” in such transaction were the average of the volume-weighted average prices is 8.00% per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionannum.
Appears in 1 contract
Sources: Underwriting Agreement (Rayonier Advanced Materials Inc.)
Fundamental Change. If Upon the occurrence of a “fundamental change change” (as defined in the Preferred Shares Preliminary Prospectus Supplement) occurs on ), subject to certain conditions, Holders may require the Issuer to purchase for cash all or prior to the Mandatory Conversion Date, holders part of such Holder’s Notes. The fundamental change purchase price will equal 100% of the Mandatory Convertible Preferred Shares will have principal amount of the right Notes to convert their Mandatory Convertible Preferred Sharesbe purchased, in whole or in partplus accrued and unpaid interest, into Common Shares at if any, to, but excluding, the fundamental change conversion rate purchase date. Increase in Conversion Rate Upon Conversion in Connection with a Make-Whole Fundamental Change: Following the occurrence of a “make-whole fundamental change” (as defined in the Preferred Shares Preliminary Prospectus Supplement) during the period beginning on, and including), the effective date (Issuer will increase the conversion rate for a Holder who elects to convert its Notes in connection with such a corporate event in certain circumstances as defined described under “Description of the Notes—Adjustment to Conversion Rate Upon Conversion In Connection With a Make-Whole Fundamental Change” in the Preferred Shares Preliminary Prospectus Supplement) of such fundamental change and ending on the earlier of (A) the Mandatory Conversion Date and (B) the date that is 20 days after the effective date. The following table sets forth the fundamental change number of additional shares by which the conversion rate will be increased per Mandatory Convertible Preferred Share based on the effective date $1,000 principal amount of the fundamental change and the share price (as defined in the Preferred Shares Preliminary Prospectus Supplement) in the fundamental change: May 14, 2018 10.3993 8.9097 8.0787 7.5297 7.1382 6.6756 6.5782 6.4921 6.4085 6.3162 6.2064 6.0786 5.9303 5.7608 5.5701 5.4995 May 1, 2019 9.2174 8.1994 7.6000 7.1699 6.8406 6.4296 6.3411 6.2629 6.1871 6.1039 6.0064 5.8958 5.7735 5.6444 5.5110 5.4623 May 1, 2020 7.8834 7.3881 7.0906 6.8300 6.5774 6.1918 6.1020 6.0221 5.9452 5.8626 5.7702 5.6745 5.5851 5.5116 5.4457 5.4209 May 1, 2021 6.4516 6.4516 6.4516 6.4516 6.4516 6.4516 6.0606 5.7143 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 5.3763 Schedule I-4 The exact share Notes for each stock price and effective date or redemption notice date, as applicable, set forth below: Effective Date $6.15 $6.50 $6.75 $7.00 $7.38 $7.75 $8.00 $8.50 $9.00 February 1, 2021 27.1002 21.0723 17.3096 14.0171 9.8198 6.5574 4.7600 2.0447 0.4322 January 15, 2022 27.1002 21.0723 17.3096 13.9429 9.6572 6.3535 4.5538 1.8859 0.3633 January 15, 2023 27.1002 20.6631 16.7274 13.3029 8.9892 5.7084 3.9500 1.4200 0.1289 January 15, 2024 27.1002 19.5523 15.5274 12.0671 7.7886 4.6323 2.9963 0.8012 0.0000 January 15, 2025 27.1002 18.8800 13.2933 9.7571 5.6111 2.8168 1.5175 0.1318 0.0000 January 15, 2026 27.1002 18.3448 12.6467 7.3557 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth on in the tabletable above, in which case: · if the share stock price is between two share stock prices on in the table or the effective date is between two effective dates on in the table, the fundamental change conversion rate per Mandatory Convertible Preferred Share number of additional shares will be determined by a straight-line interpolation between the fundamental change conversion rates per Mandatory Convertible Preferred Share number of additional shares set forth for the higher and lower share stock prices and the earlier and later effective dates, as applicable, based on a 365-dayday year; · if the share stock price is in excess of greater than $50.00 9.00 per share (subject to adjustment in the same manner as the share stock prices set forth in the column headings of the table above as described in the Preferred Shares Preliminary Prospectus Supplementabove), then the fundamental change conversion rate per Mandatory Convertible Preferred Share no additional shares will be added to the Minimum Conversion Rate, subject to adjustment as described in the Preferred Shares Preliminary Prospectus Supplementconversion rate; and or · if the share stock price is less than $2.00 6.15 per share (subject to adjustment in the same manner as the share stock prices set forth in the column headings of the table above as described above), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the conversion rate be increased on account of a make-whole fundamental change to exceed 162.6016 shares of the Issuer’s Common Stock per $1,000 principal amount of notes, subject to adjustment in the Preferred Shares same manner as the conversion rate is required to be adjusted as set forth in the Preliminary Prospectus Supplement), then the fundamental change conversion rate per Mandatory Convertible Preferred Share will be determined (a) as if the share price were equal to $2.00 and (b) if the effective date is between two effective dates on the table, using straight-line interpolation. Conversion upon a Tax Event: If at any time Issuer becomes obligated to pay or deliver additional amounts on the issued and outstanding Mandatory Convertible Preferred Shares in a tax event (as defined in the Preferred Shares Preliminary Prospectus Supplement), Issuer may, at its option, cause all, but not less than all, issued and outstanding Mandatory Convertible Preferred Shares to be automatically converted into a number of Common Shares equal to the fundamental change conversion rate determined as though the tax event conversion date (as defined in the Preferred Shares Preliminary Prospectus Supplement) were the effective date of a fundamental change and the Supplement under “share price” in such transaction were the average Description of the volume-weighted average prices per Common Share over the 10 trading day period beginning on, and including, the second trading day immediately following the date on which Issuer provides notice of the tax event conversionNotes—Conversion Rights—Conversion Rate Adjustments.”
Appears in 1 contract
Sources: Underwriting Agreement (Two Harbors Investment Corp.)