Spin Offs and Other Distributed Property Sample Clauses

Spin Offs and Other Distributed Property. (i) If the Guarantor distributes shares of the Guarantor’s Share Capital, evidences of its indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire the Guarantor’s Share Capital or other securities of the Guarantor (the “Distributed Property”) to all or substantially all holders of the Ordinary Shares, excluding: (A) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 7.05(a) hereof or Section 7.05(b) hereof; (B) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 7.05(d) hereof; (C) any dividends and distributions in connection with a Merger Event resulting in the change in the Exchange Consideration as described in Section 7.07; (D) except as otherwise described under this Section 7.05, rights issued pursuant to a shareholder rights plan adopted by the Guarantor; or (E) Spin-Offs as to which the provisions of Section 7.05(c)(ii) hereof shall apply, then the Exchange Rate will be increased based on the following formula: ER1 = ER0 × ▇▇▇ ▇▇▇ - FMV where: ER0 = the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; ER1 = the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Ordinary Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Guarantor’s Board of Directors) of the Distributed Property distributed with respect to each outstanding Ordinary Share in issue on the Ex-Dividend Date for such distribution. If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of the Ordinary Shares, the amount and kind of the Distributed Property that such Holder would have received if such Holder had owned a number of Ordinary Shares equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution. Any increase in the Exchange Rate made under this Section 7.05(c)(i) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such di...

Spin Offs and Other Distributed Property. (1) Distributions Other than Spin-Offs. If the Company distributes ​ ​ shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:

Spin Offs and Other Distributed Property. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:

Spin Offs and Other Distributed Property. (A) If the Borrower distributes shares of its Common Stock, evidences of its Indebtedness or other assets or property of the Borrower, or rights, options or warrants to acquire Stock of the Borrower or other securities of the Borrower, to all or substantially all holders of the Common Stock, excluding: (1) dividends, distributions and issuances described in Section 2.9(f)(i) hereof or Section 2.9(f)(ii) hereof, as applicable; (2) dividends or distributions paid exclusively in cash described in Section 2.9(f)(iv) hereof; (3) Spin-Offs for which the provisions set forth in Section 2.9(f)(iii)(B) hereof will apply; or (4) distributions of Reference Property in a transaction described in Section 2.9(i). then the Conversion Rate will be increased based on the following formula: CR1 =CR0 x ▇▇▇ ▇▇▇ –FMV where CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on the Ex-Dividend Date of such distribution; SP0 = the Volume Weighted Average Price of the Common Stock over the five (5) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date of such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the shares of Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date of such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Lender will receive, for each $1,000 principal amount of the aggregate Conversion Amount as would apply to the Loans held by such Lender on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Stock, evidences of Indebtedness, assets or property, rights, options or warrants to acquire Stock of the Borrower or other securities that such Lender would have received if such Lender had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Ex-Dividend Date for such distribution. Any increase made under this Section 2.9(f)(iii)(A) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution ...

Spin Offs and Other Distributed Property