Adjustment to Conversion Rate Upon Certain Fundamental Changes Sample Clauses

Adjustment to Conversion Rate Upon Certain Fundamental Changes. If a “fundamental change” (as defined in the prospectus supplement) occurs and a holder of notes elects to convert its notes in connection with such fundamental change, the Company will, under certain circumstances, increase the conversion rate for the notes so surrendered for conversion. The following table sets forth the number of additional shares to be received per $1,000 principal amount of notes for each stock price and effective date set forth below: Stock price on fundamental change date Effective Date $25.50 $30.00 $36.00 $42.00 $48.00 $54.00 $60.00 $66.00 $72.00 $78.00 $84.00 $90.00 $96.00 $102.00 May 4, 2009 7.8432 6.1610 4.4041 3.3131 2.5908 2.0874 1.7217 1.4468 1.2341 1.0655 0.9290 0.8167 0.7227 0.6431 May 15, 2010 7.8432 6.1450 4.2527 3.1122 2.3792 1.8829 1.5318 1.2739 1.0783 0.9260 0.8043 0.7053 0.6232 0.5542 May 15, 2011 7.8432 6.0924 4.0083 2.8029 2.0621 1.5825 1.2574 1.0277 0.8593 0.7319 0.6325 0.5531 0.4882 0.4341 May 15, 2012 7.8432 5.6262 3.3877 2.1802 1.4946 1.0856 0.8294 0.6611 0.5450 0.4613 0.3984 0.3493 0.3097 0.2769 May 15, 2013 7.8432 4.6447 2.2401 1.1362 0.6269 0.3867 0.2685 0.2058 0.1691 0.1452 0.1279 0.1143 0.1030 0.0934 May 15, 2014 7.8432 1.9608 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case • If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares by which the conversion rate will be increased will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. • If the stock price is greater than $102.00 per share (subject to adjustment), no additional shares will be added to the conversion rate. • If the stock price is less than $25.50 per share (subject to adjustment), no additional shares will be added to the conversion rate. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion of the notes exceed 39.2157 per $1,000 principal amount of notes, subject to adjustments as described in the prospectus supplement. If any information contained in this Pricing Term Sheet is inconsistent with information contained in the prospectus, preliminary prospectus supplement relating to the common stoc...
Sample 1Sample 2
AutoNDA by SimpleDocs
Adjustment to Conversion Rate Upon Certain Fundamental Changes. (a) If a Holder elects to convert its Securities in connection with a Fundamental Change, as defined in Section 4.01 and determined after giving effect to any exceptions to or exclusions from such definition, but without regard to the exception provided by clause 2(b) of the definition thereof (each such Fundamental Change, a “Make-Whole Fundamental Change”), and such Make-Whole Fundamental Change becomes effective prior to the Maturity Date, then the Conversion Rate of such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. A conversion shall be deemed to be in connection with a Make-Whole Fundamental Change if the Conversion Notice is received by the Conversion Agent during the period that begins on (and includes) the Make-Whole Effective Date and ends at the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the exception provided by clause (2)(b) of the definition thereof, the 35th Trading Day immediately following the Make-Whole Effective Date).
Sample 1
Adjustment to Conversion Rate Upon Certain Fundamental Changes. (a) If and only to the extent a holder of Series C Preferred Shares elects to convert its Series C Preferred Shares in connection with a transaction described in clause (1) of the definition of Fundamental Change (or in connection with a transaction that would have been a fundamental change under such clause (1) but for the application of the 105% Trading Price Exception) that occurs on or prior to November 15, 2014 pursuant to which 10% or more of the consideration for shares of Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in such Fundamental Change transaction consists of cash (or other property) or securities that are not traded or scheduled to be traded immediately following such transaction on a United States national or regional securities exchange or the Nasdaq National Market, the Trust shall increase the Conversion Rate for the Series C Preferred Share surrendered for conversion by a number of additional shares (the “Additional Shares”) as set forth in this Section (d)(11); provided, however, in lieu of the foregoing, the Trust shall have the option to elect to adjust the Conversion Rate so that the shares of Series C Preferred Shares become convertible into shares of Public Acquirer Common Stock in accordance with the provisions of Section (d)(11)(e).
Sample 1
Adjustment to Conversion Rate Upon Certain Fundamental Changes. The following table sets forth the number of additional common shares per $25.00 liquidation preference per Preferred Share that will be issued as a make-whole premium under certain circumstances: Number of Additional Common Shares Issuable per $25.00 Liquidation Preference Effective date Share price October 11, 2006 November 15, 2007 November 15, 2008 November 15, 2009 November 15, 2010 November 15, 2011 $11.72 0.2099 0.2099 0.2099 0.2099 0.2099 0.2099 $13.00 0.1236 0.1165 0.1068 0.0929 0.0706 0.0198 $14.00 0.0802 0.0724 0.0621 0.0482 0.0276 0.0000 $15.00 0.0527 0.0450 0.0355 0.0236 0.0084 0.0000 $16.00 0.0344 0.0276 0.0196 0.0105 0.0017 0.0000 $17.00 0.0234 0.0175 0.0110 0.0045 0.0002 0.0000 $18.00 0.0166 0.0116 0.0064 0.0020 0.0000 0.0000 $19.00 0.0122 0.0080 0.0039 0.0009 0.0000 0.0000 $20.00 0.0095 0.0059 0.0026 0.0005 0.0000 0.0000 The exact applicable share price and effective date may not be as set forth in the table above, in which case: • if the actual applicable share price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the table above, we will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable; • if the actual applicable price is greater than $20.00 per share (subject to adjustment), we will not increase the conversion rate; and • if the actual applicable price is less than $11.72 per share (subject to adjustment), we will not increase the conversion rate. However, we will not increase the conversion rate as described above to the extent the increase will cause the conversion rate to exceed 2.1331. We will adjust this maximum conversion rate in the same manner in which, and for the same events for which, we must adjust the conversion rate as described in the preliminary prospectus supplement. Trade Date: October 5, 2006 Settlement Date: October 11, 2006 CUSIP: 40426W 50 7 Ratios of Earnings To Fixed Charges And Earnings to Combined Fixed Charges and Preferred Distributions: For the six months ended June 30, 2006, our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred distributions would have been 2.0x and 1.4x, respectively after giving effect to the completion of the offering of the Preferred Shares and the application of the net proceeds therefrom (assuming no exercise of the Und...
Sample 1
Adjustment to Conversion Rate Upon Certain Fundamental Changes. If a fundamental change occurs prior to January 21, 2011 and a holder elects to convert in connection with such transaction, the conversion rate will be increased by a number of shares. The number of additional shares will be determined by reference to the following table and is based on the date on which such fundamental change becomes effective and the price paid per share of common stock on the effective date: Effective Date Stock Price Jan 25, 2006 Jan 15, 2007 Jan 15, 2008 Jan 15, 2009 Jan 15, 2010 Jan 21, 2011 $28.02 8.23 8.23 8.23 8.23 8.23 8.23 32.00 6.52 6.04 5.48 4.78 3.87 3.80 36.00 5.34 4.82 4.23 3.47 2.46 0.32 40.00 4.48 4.02 3.45 2.63 1.64 0.00 45.00 3.71 3.22 2.66 1.96 1.08 0.00 50.00 3.16 2.70 2.19 1.55 0.79 0.00 55.00 2.76 2.33 1.85 1.28 0.63 0.00 60.00 2.44 2.04 1.62 1.10 0.54 0.00 65.00 2.20 1.83 1.44 0.97 0.48 0.00 70.00 2.00 1.66 1.30 0.88 0.44 0.00 75.00 1.84 1.52 1.19 0.81 0.41 0.00 Trade Date: 1/19/2006 Settlement Date: 1/25/2006 CUSIP: 400000XX0 Sole Bookrunner: Mxxxxxx Lxxxx & Co. Co-Managers: Citigroup Global Markets Inc. and Nxxxxxx & Company, LLC SCHEDULE C ISSUER GENERAL USE FREE WRITING PROSPECTUS
Sample 1
Adjustment to Conversion Rate Upon Certain Fundamental Changes. (a) If a Holder elects to convert its Securities in connection with a Fundamental Change described under clause (1) or (2) of the definition of Fundamental Change in Section 4.01 (each such Fundamental Change, a “Make-Whole Fundamental Change”), then the Conversion Rate of such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. A conversion shall be deemed to be in connection with a Make-Whole Fundamental Change if the Conversion Notice is received by the Conversion Agent during the period that begins on (and includes) the first public announcement of an event constituting a Make-Whole Fundamental Change and ends at the Close of Business on the Business Day immediately preceding the related Fundamental Change Repurchase Date.
Sample 1
Adjustment to Conversion Rate Upon Certain Fundamental Changes. The Company shall adjust the conversion rate from time to time as follows:
Sample 1
AutoNDA by SimpleDocs

Related to Adjustment to Conversion Rate Upon Certain Fundamental Changes

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Increased Conversion Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes (a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date and a Holder elects to convert its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under the circumstances described below, increase the Conversion Rate for the Notes so surrendered for conversion by a number of additional shares of Common Stock (the “Additional Shares”), as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the relevant Notice of Conversion is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole Fundamental Change Period”).

  • Effect of Fundamental Change Purchase Notice (a) Upon receipt by any Paying Agent of a properly completed Fundamental Change Purchase Notice from a Holder, the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified in Section 3.02(b)) thereafter be entitled to receive the Fundamental Change Purchase Price with respect to such Security. Such Fundamental Change Purchase Price shall be paid to such Holder promptly following the later of (1) the Fundamental Change Purchase Date (provided that the conditions in Section 3.01 have been satisfied) and (2) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.01(c). Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted in accordance with the provisions of Article 4 on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn in accordance with Section 3.02(b) with respect to the Securities to be converted.

  • Adjustment to Conversion Price Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, the Company shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Fundamental Change At least 10 days prior to a Fundamental Change, the Committee may, but shall not be obligated to declare, and provide written notice to the Optionee of the declaration, that this Option shall be canceled at the time of, or immediately prior to the occurrence of, the Fundamental Change (unless it is exercised prior to the Fundamental Change) in exchange for payment to the Optionee, within ten days after the Fundamental Change, of cash equal to the amount, for each Share covered by the canceled Option, by which the event proceeds per share (as defined below) exceeds the exercise price per Share covered by this Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) at any time at the discretion of the Optionee following such declaration by the Committee or, if no such declaration is made by the Committee, at any time after formal notification of the proposed Fundamental Change has been given to the Company’s shareholders, and in any event prior to the time of cancellation of this Option. This Option, to the extent it has not been exercised prior to the Fundamental Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration, and this Agreement shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph. In the case of a Fundamental Change that consists of the merger or consolidation of the Company with or into any other corporation or statutory share exchange, the Committee, in lieu of the declaration above, may make appropriate provision for the protection of this Option by the substitution, in lieu of this Option, of an option to purchase appropriate voting common stock or appropriate voting common stock of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation. For purposes of the preceding paragraphs, the “event proceeds per share” is the cash plus the value (as determined by the Committee) of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

  • Fundamental Changes; Dispositions (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

  • Deposit of Fundamental Change Purchase Price No later than 10:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided herein) an amount of money (in immediately available funds if deposited on such Fundamental Change Purchase Date) sufficient to pay the Fundamental Change Purchase Price, of all the Securities or portions thereof that are to be purchased as of the Fundamental Change Purchase Date. The Company shall promptly notify the Trustee in writing of the amount of any deposits of cash made pursuant to this Section 5.04. If on the Fundamental Change Purchase Date the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Securities that Holders have elected to require the Company to purchase in accordance with Section 5.01, then, as of the Fundamental Change Purchase Date, (a) such Securities will cease to be outstanding and interest, including Additional Interest if any, will cease to accrue thereon and (b) all other rights of Holders in respect of such Securities will terminate (other than the right to receive the Fundamental Change Purchase Price upon delivery or transfer of such Security). This will be the case whether book-entry transfer of the Securities has been made or the Securities have been delivered to the Paying Agent, as the case may be.

  • Withdrawal of Fundamental Change Purchase Notice A Fundamental Change Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent in accordance with the Fundamental Change Company Notice, as applicable, at any time prior to the Fundamental Change Expiration Time, as applicable, specifying:

Time is Money Join Law Insider Premium to draft better contracts faster.