Conversion Ratio Adjustments Sample Clauses
Conversion Ratio Adjustments. (i) If, at any time after the issuance of the Junior Preferred Stock, the outstanding shares of the Common Stock shall be increased by a stock dividend payable in shares of Common Stock or by a stock split, subdivision or split-up of shares of Common Stock, then, following the record date for the determination of holders of Common Stock entitled to receive such Common Stock pursuant to such stock dividend, stock split, subdivision or split-up, the Conversion Ratio shall be proportionately adjusted so that the number of shares of Common Stock issuable upon conversion of each share of Junior Preferred Stock shall be increased to the number of shares of Common Stock the holder of each such share of Junior Preferred Stock would have held after such stock dividend, stock split, subdivision or split-up, if such holder had converted each such share of Junior Preferred Stock immediately prior thereto, in accordance with the provisions hereof.
(ii) If, at any time after the issuance of the Junior Preferred Stock, the outstanding shares of Common Stock shall be decreased by a combination (including, without limitation, any reverse stock split) of the outstanding shares of Common Stock, then, following the record date for such combination, the Conversion Ratio shall be proportionately adjusted so that the number of shares of Common Stock issuable upon conversion of each share of Junior Preferred Stock shall be decreased to the number of shares of Common Stock the holder of each such share of Junior Preferred Stock would have held after such combination, if such holder had converted each such share of Junior Preferred Stock immediately prior thereto, in accordance with the provisions hereof.
(iii) In the case of any consolidation of the Company, the merger of the Company with or into any other entity, statutory share exchange or other reorganization or similar transaction or the sale or transfer of all or substantially all the assets of the Company, in any such case pursuant to which the Common Stock is converted into other securities, cash or assets, then, upon consummation of such transaction, each share of Junior Preferred Stock shall automatically become convertible into the kind or amount of securities, cash and other assets receivable upon the consolidation, merger, statutory share exchange or other reorganization, sale, transfer or similar transaction, by a holder of the number of shares of Common Stock into which such share of Junior Preferred Stock would have...
Conversion Ratio Adjustments. 24 Section 4.4 Reclassification, Consolidation, Merger or Sale of Assets................. 27 Section 4.5 Notice of Adjustments of Conversion Ratio................................. 28 Section 4.6 Prior Notice of Certain Events............................................ 28
Conversion Ratio Adjustments. The Conversion Ratio shall be subject to adjustment from time to time as follows:
Conversion Ratio Adjustments. 23 Section 4.4 Reclassification, Consolidation, Merger or Sale of Assets......
Conversion Ratio Adjustments. The Conversion Ratio represents a basic conversion ratio of .90 MC Shares for each PN Share. Based on 13,673,765 PN Shares outstanding or issuable pursuant to existing agreements (other than employee stock options), the Merger Consideration would consist of 12,306,388 MC Shares. The Conversion Ratio is subject to adjustment if certain liabilities of PN exceed certain targets, if operating cash flow (earnings before interest, taxes, depreciation and amortization) is less or more than certain targets, and if new pager inventory falls below certain targets. The Conversion Ratio shall be determined in accordance with the following formulas which adjust the number of MC Shares representing the Merger Consideration and therefore the Conversion Ratio: CONVERSION RATIO = ADJUSTED MC MERGER SHARES / 13,673,765 ADJUSTED MC MERGER SHARES = 12,306,388 - LIABILITY ADJUSTMENT - NEGATIVE CASH FLOW ADJUSTMENT (IF GREATER THAN ZERO) + POSITIVE CASH FLOW ADJUSTMENT (IF GREATER THAN ZERO) - NEW PAGER INVENTORY ADJUSTMENT LIABILITY ADJUSTMENT = (RELEVANT NET LIABILITIES - TARGET NET LIABILITIES) (IF GREATER THAN ZERO) / $4.875 NEGATIVE CASH FLOW ADJUSTMENT = ([.9 * TARGET CASH FLOW] - ANNUALIZED CASH FLOW) (IF GREATER THAN ZERO) * 8.00 / $4.875 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇W ADJUSTMENT = (ANNUALIZED CASH FLOW - [1.1 * TARGET CASH FLOW]) (IF GREATER THAN ZERO) * 8.00 / $4.875 NEW PAGER INVENTORY ADJUSTMENT = (NEW PAGER INVENTORY SHORTFALL * $50.00) / $4.875 THE CONVERSION RATIO AS ADJUSTED SHALL BE EXPRESSED TO THE FOURTH DECIMAL PLACE.
Conversion Ratio Adjustments. (a) If any of the transactions described in this Section 4.06(a) (each, an “Adjustment Event”) occur after the Issue Date, in each case the Record Date of which falls prior to the relevant Settlement Date, the rights of the Holders will be preserved until the relevant Settlement Date by adjusting each Conversion Ratio on the relevant Adjustment Date in accordance with this Section 4.06. Any such adjustments shall be calculated by the Calculation Agent. Upon any adjustment to any Conversion Ratio, and with effect from the relevant Adjustment Date, each Conversion Price will be adjusted by multiplying each Conversion Price in effect immediately prior to such adjustment by a fraction, the numerator of which is the Minimum Conversion Ratio in effect immediately prior to such adjustment to the Conversion Ratio as aforesaid and the denominator of which is the Minimum Conversion Ratio as so adjusted. In the event of an adjustment carried out pursuant to this Section 4.06(a), each adjusted Conversion Ratio and each Conversion Price will be rounded to the nearest one-hundred thousandth (0.000005 being rounded upwards). Any subsequent adjustments to any Conversion Ratio (or, as the case may be, Conversion Price) will be carried out on the basis of such adjusted Conversion Ratio (or, as the case may be, Conversion Price) so rounded. Any such adjustments to any Conversion Ratio or Conversion Price will be calculated by the Calculation Agent (unless otherwise specified).
(i) In the event of a financial transaction conferring to shareholders as a class a preferential subscription right which is admitted to trading on the Share Stock Exchange, the adjusted Conversion Ratio will be determined by multiplying the Conversion Ratio in effect immediately prior to the relevant Adjustment Date by the following formula: Share price ex-subscription right plus the price of the subscription right Share price ex-subscription right
(A) For the purposes of calculating this formula, the “Share price ex-subscription right” and the “price of the subscription right” will be equal to the arithmetic average of the Share Prices and the Daily VWAPs (on the Share Stock Exchange) of the preferential subscription right per Share (respectively) on each Trading Day falling on after the relevant Ex-Date and on which the subscription right is so traded.
(B) In the event of a financial transaction conferring to shareholders as a class a preferential subscription right which is admitted to trading on a...
Conversion Ratio Adjustments. The Conversion Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into MergerCo common shares or EIAC common stock), reorganization, recapitalization or other like change with respect to MergerCo common shares or EIAC common stock occurring after the date hereof and prior to the Effective Time, so as to provide holders of EIAC common stock and MergerCo common shares the same economic effect as contemplated by this Agreement prior to such stock split, reverse split, stock dividend, reorganization, recapitalization or like change.
Conversion Ratio Adjustments. Notwithstanding any other provision to the contrary, if prior to the Conversion Time the outstanding shares of Common Stock or Parent Common Stock shall have been changed into a different number of shares or a different class by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, or any other change is made in such shares without the receipt of consideration by the Company or Corporate Parent (through merger, consolidation, reorganization, reincorporation, or other transaction not involving the receipt of consideration), as the case may be, the Conversion Ratio shall be appropriately adjusted to reflect such event or transaction.
Conversion Ratio Adjustments. 71 SECTION 17.04 Share Exchange, Consolidation, Merger or Sale of Assets..................................76 SECTION 17.05 Notice of Adjustments of Conversion Ratio................................................76 SECTION 17.06 Prior Notice of Certain Events...........................................................77 SECTION 17.07 Debenture Trustee Not Responsible For Determining Conversion Ratio Or Adjustments..............................................................................78 TESTIMONIUM......................................................................................................63 SIGNATURES.......................................................................................................63 EXHIBIT A.......................................................................................................A-1 THIS INDENTURE, dated as of March 11, 2002, between Commerce Bancorp, Inc., a New Jersey corporation (hereinafter sometimes called the "Corporation"), and The Bank of New York, a New York banking corporation, as debenture trustee (hereinafter sometimes called the "Debenture Trustee"),