Conversion Based on Common Stock Price. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, Holders may convert the Securities into Common Stock on a Conversion Date in any fiscal quarter commencing after June 30, 2001, if, as of the last day of the preceding fiscal quarter, the Sale Price of the Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of such preceding fiscal quarter is greater than the conversion trigger price. The "conversion trigger price" for any fiscal quarter shall be a reference percentage, beginning at 120%, and declining 0.12658% per quarter thereafter until it reaches 110.00018% for the quarter beginning April 1, 2021, of the accreted conversion price per share of Common Stock on the last trading day of such preceding calendar quarter. The "accreted conversion price" per share of Common Stock as of any day equals the quotient of: o the Issue Price and accrued Original Issue Discount to that day, divided by o the number of shares of Common Stock issuable upon conversion of $1,000 Principal Amount at Maturity of Securities on that day. For illustrative purposes only, the table below shows the conversion trigger price per share of Common Stock in respect of each of the first 20 fiscal quarters following issuance of the Securities. The conversion trigger price for any fiscal quarter starting on or after June 30, 2001 shall be the conversion trigger price as of the last day of the immediately preceding fiscal quarter as set forth in the table below. These conversion trigger prices reflect the accreted conversion price per share of Common Stock (assuming that no events occurred requiring an adjustment to the initial Conversion Rate of 11.6195 shares of Common Stock per $1,000 Principal Amount of Maturity) multiplied by the applicable percentage for the respective fiscal quarter. Thereafter, the accreted conversion price per share of Common Stock increases each fiscal quarter by the accrued Original Issue Discount for the quarter and the applicable percentage declines by 0.12658% per quarter. The conversion trigger price for the calendar quarter beginning April 1, 2021 is $94.62.
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Conversion Based on Common Stock Price. Subject to the provisions of this paragraph 8 and notwithstanding the fact that any other condition to conversion has not been satisfied, Holders may convert the Securities into Common Stock on a Conversion Date in any fiscal quarter commencing after June 30April 28, 2001, if, as of the last day of the preceding fiscal quarter, the Sale Price of the Common Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of such preceding fiscal quarter is greater than the conversion trigger price. The "conversion trigger price" for any fiscal quarter shall be a reference percentage, beginning at 120135%, and declining 0.126580.3125% per quarter thereafter until it reaches 110.00018110.3125% for the quarter beginning April 1January 31, 2021, of the accreted conversion price per share of Common Stock on the last trading day of such preceding calendar fiscal quarter. The "accreted conversion price" per share of Common Stock as of any day equals the quotient of: o - the Issue Price and accrued Original Issue Discount to that day, divided by o 86 - the number of shares of Common Stock issuable upon conversion of $1,000 Principal Amount at Maturity of Securities on that day. For illustrative purposes only, the table below shows the conversion trigger price per share of Common Stock in respect of each of the first 20 fiscal quarters following issuance of the Securities. The conversion trigger price for any fiscal quarter starting on or after June 30April 29, 2001 shall be the conversion trigger price as of the last day of the immediately preceding fiscal quarter as set forth in the table below. These conversion trigger prices reflect the accreted conversion price per share of Common Stock (assuming that no events occurred requiring an adjustment to the initial Conversion Rate of 11.6195 16.3335 shares of Common Stock per $1,000 Principal Amount of Maturity) multiplied by the applicable percentage for the respective fiscal quarter. Thereafter, the accreted conversion price per share of Common Stock increases each fiscal quarter by the accrued Original Issue Discount for the quarter and the applicable percentage declines by 0.126580.3125% per quarter. The conversion trigger price for the calendar quarter beginning .
(1) (2) (3) Accreted Conversion Applicable Conversion Trigger Fiscal Quarter Price Percentage Price (1)x(2) -------------- ----- ---------- ------------- 2002 Quarter ended April 128, 2021 is 2001.................... $94.62.41.29 135.0000% $55.74 Quarter ended July 28, 2001..................... 41.50 134.6875% 55.89 Quarter ended October 27, 2001.................. 41.70 134.3750% 56.04 Quarter ended January 26, 2002.................. 41.91 134.0625% 56.18 2003 Quarter ended April 27, 2002.................... $42.12 133.7500% $56.34 Quarter ended July 27, 2002..................... 42.33 133.4375% 56.48 Quarter ended October 26, 2002.................. 42.54 133.1250% 56.63 Quarter ended January 25, 2003.................. 42.75 132.8125% 56.78 2004 Quarter ended April 26, 2003.................... $42.96 132.5000% $56.93 Quarter ended July 26, 2003..................... 43.18 132.1875% 57.08 Quarter ended October 25, 2003.................. 43.39 131.8750% 57.22 Quarter ended January 31, 2004.................. 43.62 131.5625% 57.39 2005 Quarter ended April 24, 2004.................... $43.84 131.2500% $57.54 Quarter ended July 31, 2004..................... 44.06 130.9375% 57.69 Quarter ended October 30, 2004.................. 44.28 130.6250% 57.84 Quarter ended January 29, 2005.................. 44.49 130.3125% 57.98 2006 Quarter ended April 30, 2005.................... $44.72 130.0000% $58.13 Quarter ended July 30, 2005..................... 44.94 129.6875% 58.28 Quarter ended October 29, 2005.................. 45.16 129.3750% 58.43 Quarter ended January 28, 2006.................. 45.39 129.0625% 58.58
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Sources: Indenture (TJX Companies Inc /De/)
Conversion Based on Common Stock Price. Subject to the provisions of this paragraph 8 7 and notwithstanding the fact that any other condition to conversion described below has not been satisfied, Holders may convert the Securities Senior Convertible Notes into Common Stock on a Conversion Date in at any fiscal time starting with the first day of any calendar quarter commencing after June September 30, 2001, if, as of 2003 if the last day of the preceding fiscal quarter, the Closing Sale Price of the Common Stock for at least 20 trading days Trading Days in a period of 30 consecutive trading days Trading Days ending on the last trading day Trading Day of such preceding fiscal calendar quarter is greater than the conversion trigger priceprice per share. The "conversion trigger price" for any fiscal calendar quarter shall be a reference percentage, beginning at 120%, and declining 0.12658% per quarter thereafter until it reaches 110.00018% for the quarter beginning April 1, 2021, of the accreted conversion price Conversion Price per share (as defined below) of Common Stock on the last trading day Trading Day of such preceding calendar quarter. If the foregoing condition is satisfied, then the Senior Convertible Notes will be convertible at any time of the option of the Holder, through their maturity. The "accreted conversion priceACCRETED CONVERSION PRICE" per share of Common Stock as of any day equals the quotient of: o - the Issue Price and accrued Original Issue Discount to Accreted Principal Amount on that day, divided by o - the number of shares of Common Stock issuable upon conversion of $1,000 Original Principal Amount at Maturity of Securities Senior Convertible Notes on that day, subject to any adjustments to the Conversion Rate through that day. For illustrative purposes onlyBeginning August 1, 2010, the table accreted principal amount of a Senior Convertible Note will be equal to the Original Principal Amount of $ 1,000 increased daily by the annual rate of Six Month LIBOR plus 0.50%, reset on each Interest Reset Date. CONVERSION BASED ON TRADING PRICE OF SENIOR CONVERTIBLE NOTES. Subject to the provisions of this paragraph 7 and notwithstanding the fact that any other condition to conversion described below shows has not been satisfied, Holders may convert the conversion trigger price per share of Senior Convertible Notes, prior to August 1, 2020, into Common Stock in respect of during each of the first 20 fiscal quarters following issuance five Business Day periods after any ten consecutive Trading Day period in which the Trading Price per $1,000 Original Principal Amount of the Securities. The conversion trigger price for any fiscal quarter starting on or after June 30, 2001 shall be the conversion trigger price as Senior Convertible Notes was less than 97% of the last product of (i) the Closing Sale Price over the same ten day Trading Day period, and (ii) the number of the immediately preceding fiscal quarter as set forth in the table below. These conversion trigger prices reflect the accreted conversion price per share of Common Stock (assuming that no events occurred requiring an adjustment to the initial Conversion Rate of 11.6195 shares of Common Stock issuable upon conversion of $1,000 Original Principal Amount of the Senior Convertible Notes. Upon conversion, the Company has the right to deliver cash or Common Stock. The "Trading Price" means, on any date, the average of the secondary market bid quotations for the Senior Convertible Notes obtained by the Trustee for $5,000,000 Original Principal Amount of Senior Convertible Notes at approximately 3:30 p.m., New York City time, on such date from three independent nationally recognized securities dealers selected by the Company; provided that if at least three such bids cannot reasonably be obtained by the Trustee, but two bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, one bid shall be used; and provided further that if the Trustee cannot reasonably obtain at least one bid for $5,000,000 Original Principal Amount of Senior Convertible Notes from a nationally recognized securities dealer or in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the Senior Convertible Notes, then the Trading Price per $1,000 Original Principal Amount of MaturitySenior Convertible Notes shall be deemed to be less than 97% of the product of: (a) multiplied by the applicable percentage for the respective fiscal quarter. Thereafter, the accreted conversion price per share number of shares of Common Stock increases each fiscal quarter issuable upon conversion of $1,000 Original Principal Amount of Senior Convertible Notes, and (b) the Closing Sale Price on such date. The Trustee (or other conversion agent appointed by the accrued Original Issue Discount for Company) shall have no obligation to determine the quarter Trading Price unless the Company has requested such a determination; and the applicable percentage declines by 0.12658Company shall have no obligation to make such request unless a Holder provides it with reasonable evidence that the Trading Price per $1,000 Original Principal Amount of Senior Convertible Notes would be less than 97% of the product of the Closing Sale Price of Common Stock over the same ten Trading Day period and the number of shares of Common Stock issuable upon conversion of $1,000 Original Principal Amount of Senior Convertible Notes. If such evidence is provided, the Company shall instruct the Trustee (or other conversion agent) to determine the Trading Price of the Senior Convertible Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per quarter. The $1,000 Original Principal Amount of Senior Convertible Notes is greater than 97% of the product of the Closing Sale Price and the number of shares issuable upon conversion trigger price for of $ 1,000 Original Principal Amount of the calendar quarter beginning April 1, 2021 is $94.62Senior Convertible Notes.
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