Conversion Price Reset. If the Average Closing Price for the period of twenty (20) consecutive Trading Days immediately prior to any of April 12, 2009 and February 18, 2012 (each a “Reset Date”) is lower than the Conversion Price on the relevant Reset Date, the Conversion Price will be adjusted so that such Average Closing Price shall be the Conversion Price in effect from, and including, the relevant Reset Date. The Issuer shall notify the Bondholders, Trustee and the Paying Agent of such adjustment within ten (10) business days after the relevant Reset Date, in accordance with Condition 18. Such adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest one-tenth (1/10) of a United States cent. Provided that: (a) any such adjustment to the Conversion Price pursuant to this Clause 7.3 shall be limited so that the Conversion Price adjusted in accordance with this Clause 7.3 shall not be less than seventy percent (70%) of the initial Conversion Price (taking account of any adjustments required under Clause 7.1 above which may have occurred prior to the relevant Reset Date; (b) subject to (a) above the provisions of Clause 7.1 shall apply, mutatis mutandis, to this Clause 7.3 to ensure that appropriate adjustments shall be made to any Closing Price to reflect any adjustments made to the Conversion Price in accordance with Clause 7.1; (c) for the avoidance of doubt, any adjustments to the Conversion Price made pursuant to this Clause 7.3 shall only be downward adjustments; and (d) notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to Clause 7.3 to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).
Appears in 1 contract
Sources: Trust Deed Amendment (China Architectural Engineering, Inc.)
Conversion Price Reset. If the average of the Closing Prices (the Average Closing Price Price) for the period of twenty (20) consecutive Trading Days immediately prior to any of April 12, 2009 and February 18, 2012 (each a “Reset Date”) is lower than the Conversion Price on the relevant Reset Date, the Conversion Price will be adjusted so that such Average Closing Price shall be the Conversion Price in effect from, and including, the relevant Reset Date. The Issuer shall notify the Bondholders, Trustee and the Paying Agent of such adjustment within ten (10) business days after the relevant Reset Date, in accordance with Condition 18. Such adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest one-tenth (1/10) of a United States cent. Provided that:
(ai) any such adjustment to the Conversion Price pursuant to this Clause 7.3 Condition 6(D) shall be limited so that the Conversion Price adjusted in accordance with this Clause 7.3 Condition 6(D) shall not be less than seventy percent (70%) of the initial Conversion Price (taking account of any adjustments required under Clause 7.1 Condition 6(C) above which may have occurred prior to the relevant Reset Date);
(bii) subject to (ai) above the provisions of Clause 7.1 Condition 6(C) shall apply, mutatis mutandis, to this Clause 7.3 Condition 6(D) to ensure that appropriate adjustments shall be made to any Closing Price to reflect any adjustments made to the Conversion Price in accordance with Clause 7.1Condition 6(C);
(ciii) for the avoidance of doubt, any adjustments to the Conversion Price made pursuant to this Clause 7.3 Condition 6(D) shall only be downward adjustments; and
(div) notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to Clause 7.3 this Condition 6(D) to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events).
Appears in 1 contract
Sources: Trust Deed Amendment (China Architectural Engineering, Inc.)
Conversion Price Reset. If the arithmetic average of the daily Volume Weighted Average Closing Price of the Shares for the period of twenty (20) 20 consecutive Trading Days immediately prior to any of April 12, 2009 and February 18, 2012 ending on (each a but excluding) 7 November 2017 (the “Reset Date”) (the “Reset Reference Price”), is lower less than the Conversion Price on the relevant Reset Date0.242, the Conversion Price will shall be adjusted so that such Average Closing Price shall be the Conversion Price in effect from, and including, the relevant Reset Date. The Issuer shall notify the Bondholders, Trustee and the Paying Agent of such adjustment within ten (10) business days after the relevant Reset Date, on a one- time basis in accordance with Condition 18. Such adjusted the following formula and shall become effective as of the Reset Date: Adjusted Conversion Price shall be rounded upwards, if necessary, to the nearest one-tenth = Reset Reference Price x (1/101+ CP) of a United States Where ‘‘CP’’ means 19 per cent. Provided expressed as a fraction provided that:
(ai) any such adjustment to the Conversion Price pursuant to this Clause 7.3 shall be limited so such that the adjusted Conversion Price shall be adjusted in accordance with this Clause 7.3 downward but only to the extent that it shall not be less than seventy percent (70%) fall below 80 per cent. of the initial Conversion Price (taking into account of any adjustments required under Clause 7.1 above as described in Condition 6(C), but without taking into account any adjustment as described in Condition 6(D), in each case, which may have occurred prior to the relevant Reset Date;) (the “Floor Price”). Notwithstanding the preceding sentence, to the extent the prevailing Conversion Price immediately prior to any adjustment pursuant to this Condition 6(E)(i) is below the Floor Price, such Conversion Price shall not be adjusted under this Condition 6(E)(i) and shall remain effective; and
(bii) subject to (athe adjustment events set out in Condition 6(C) above the provisions of Clause 7.1 shall apply, mutatis mutandis, to this Clause 7.3 adjustments that have been made pursuant to Condition 6(E) to ensure that appropriate adjustments shall continue to be made to any Closing Conversion Price to reflect any events set out in Condition 6(C). Any such adjustments made under this Condition 6(E) shall be notified to the Conversion Price in accordance with Clause 7.1;
(c) for Bondholders as soon as practicable after the avoidance of doubt, any adjustments to the Conversion Price made pursuant to this Clause 7.3 shall only be downward adjustments; and
(d) notwithstanding anything herein, the Conversion Price shall only be adjusted pursuant to Clause 7.3 to an amount not less than US$0.25 per Share (as adjusted for stock splits, stock dividends, spin-offs, rights offerings, recapitalizations and similar events)Reset Date.
Appears in 1 contract
Sources: Convertible Bond Agreement