Debt, Asset or Security Distributions. In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distributions referred to in Section 7(i)(a), 7(i)(b), 7(i)(c), 7(i)(d) or 7(ii)), the Conversion Price shall be decreased by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination less the then Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the Business Day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution.
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Samples: Agreement and Plan of Merger (Edge Petroleum Corp), Agreement and Plan of Merger (Chaparral Energy, Inc.), Stock Purchase Agreement (Chaparral Energy, Inc.)
Debt, Asset or Security Distributions. In case the Company Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distributions distribution of Options referred to in Section 7(i)(a8(c), 7(i)(b)any dividend or distribution paid exclusively in cash, 7(i)(c)any dividend or distribution of shares of Capital Stock of any class or series, 7(i)(d) or 7(iisimilar equity interests, or any dividend or distribution referred to in Section 8(b)), the Conversion Price shall be decreased reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be Market Price minus the Market Value of a share of Common Stock as of the date fixed for such determination less the then Fair Market Value fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value of a share of Common Stock as of Price on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the Business Day day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution.
Appears in 1 contract
Samples: Registration Rights Agreement (Surgery Partners, Inc.)
