Conversion Ratio Adjustments. The Conversion Ratio shall be subject to adjustment (without duplication) from time to time as follows:
Conversion Ratio Adjustments. 23 Section 4.4 Reclassification, Consolidation, Merger or Sale of Assets.............................27 Section 4.5 Notice of Adjustments of Conversion Ratio.............................................27 Section 4.6 Prior Notice of Certain Events........................................................28 Section 4.7
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.
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"),
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).
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 XXXXXXXX XXXX XXXW 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) The Floor shall be subject to adjustment (without duplication) from time to time as follows: (a) In case the Company shall, while any of the Debentures are outstanding, (i) pay a dividend or make a distribution with respect to its Common Stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue by reclassification of its shares of Common Stock any shares of capital stock of the Company, then the Floor in effect immediately prior to such action shall be adjusted so that the holders of any Debentures thereafter surrendered for conversion shall be entitled to receive the number of shares of capital stock of the Company which he would have owned immediately following such action had such Debentures been converted immediately prior thereto. An adjustment made pursuant to this 4.3(a) shall become effective immediately after the record date in the case of a dividend or other distribution and shall become effective immediately after the effective date in case of a subdivision, combination or reclassification (or immediately after the record date if a record date shall have been established for such event) If, as a result of an adjustment made pursuant to this Section 4.3(a), the holder of any Debenture thereafter surrendered for conversion shall become entitled to receive shares of two or more classes or series of capital stock of the Company, the Board of Directors (whose determination shall be conclusive and shall be described in a Board Resolution filed with the Trustee) shall determine the allocation of the adjusted Conversion Ratio between or among shares of such classes or series of capital stock.
