Common use of Distribution of Indebtedness, Securities or Assets Clause in Contracts

Distribution of Indebtedness, Securities or Assets. In case the Company shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock any shares of Capital Stock of the Company (other than Class A Subordinate Voting Stock), evidences of indebtedness or other non-cash assets (including securities of any Person other than the Company but excluding dividends or distributions referred to in subsection (b) of this Section 4.06), or shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (c) of this Section 4.06 and also excluding the distribution of rights to all holders of Class A Subordinate Voting Stock pursuant to the adoption of a Rights Plan or the detachment of such rights under the terms of such Rights Plan), then in each such case the Conversion Price in effect immediately before the close of business on the record date fixed for the determination of stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (determined in accordance with subsection (g) of this Section 4.06) of the Class A Subordinate Voting Stock on the record date fixed for the determination of stockholders entitled to such distribution less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants attributable to one share of Class A Subordinate Voting Stock (determined on the basis of the number of shares of Class A Subordinate Voting Stock outstanding on the record date), and of which the denominator shall be the current market price per share (determined in accordance subsection (g) of this Section 4.06) of the Class A Subordinate Voting Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

Appears in 2 contracts

Samples: Indenture (Magna Entertainment Corp), Indenture (Magna Entertainment Corp)

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Distribution of Indebtedness, Securities or Assets. In case the Company shall distribute to all or substantially all holders of its Class A Subordinate Voting Common Stock any shares of Capital Stock capital stock of the Company (other than Class A Subordinate Voting Common Stock), evidences of indebtedness or other non-cash assets (including securities of any Person person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (b) of this Section 4.06), or shall distribute to all or substantially all holders of its Class A Subordinate Voting Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (c) of this Section 4.06 and also excluding the distribution of rights to all holders of Class A Subordinate Voting Common Stock pursuant to the adoption of a Rights Plan stockholders rights plan or the detachment of such rights under the terms of such Rights Planstockholder rights plan), then in each such case the Conversion Price in effect immediately before the close of business on the record date fixed for the determination of stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (determined as defined in accordance with subsection (g) of this Section 4.06) of the Class A Subordinate Voting Common Stock on the record date fixed for the determination of stockholders entitled to such distribution mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stockcapital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants attributable applicable to one share of Class A Subordinate Voting Common Stock (determined on the basis of the number of shares of Class A Subordinate Voting Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (determined as defined in accordance subsection (g) of this Section 4.06) of the Class A Subordinate Voting Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such distribution.

Appears in 1 contract

Samples: Indenture (Emcore Corp)

Distribution of Indebtedness, Securities or Assets. In case the Company shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock any shares of Capital Stock of the Company (other than Class A Subordinate Voting Stock), evidences of indebtedness or other non-cash assets (including securities of any Person other than the Company but excluding dividends or distributions referred to in subsection (b) of this Section 4.0612.07), or shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (c) of this Section 4.06 12.07 and also excluding the distribution of rights to all holders of Class A Subordinate Voting Stock pursuant to the adoption of a Rights Plan or the detachment of such rights under the terms of such Rights Plan), then in each such case the Conversion Price in effect immediately before the close of business on the record date fixed for the determination of stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (determined in accordance with subsection (g) of this Section 4.0612.07) of the Class A Subordinate Voting Stock on the record date fixed for the determination of stockholders entitled to such distribution less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants attributable to one share of Class A Subordinate Voting Stock (determined on the basis of the number of shares of Class A Subordinate Voting Stock outstanding on the record date), and of which the denominator shall be the current market price per share (determined in accordance subsection (g) of this Section 4.0612.07) of the Class A Subordinate Voting Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

Appears in 1 contract

Samples: Magna Entertainment Corp

Distribution of Indebtedness, Securities or Assets. In case the Company shall distribute to all or substantially all holders of its Class A Subordinate Voting Common Stock any shares of Capital Stock capital stock of the Company (other than Class A Subordinate Voting Common Stock), evidences of indebtedness or other non-cash assets (including securities of any Person person other than the Company but excluding (1) dividends or distributions paid exclusively in cash or (2) dividends or distributions referred to in subsection (b) of this Section 4.06), or shall distribute to all or substantially all holders of its Class A Subordinate Voting Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (c) of this Section 4.06 and also excluding the distribution of rights to all holders of Class A Subordinate Voting Common Stock pursuant to the adoption of a Rights Plan stockholders rights plan or the detachment of such rights under the terms of such Rights Planstockholder rights plan), then in each such case the Conversion Price in effect immediately before the close of business on the record date fixed for the determination of stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (determined as defined in accordance with subsection (gh) of this Section 4.06) of the Class A Subordinate Voting Common Stock on the record date fixed for the determination of stockholders entitled to such distribution mentioned below less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stockcapital stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants attributable applicable to one share of Class A Subordinate Voting Common Stock (determined on the basis of the number of shares of Class A Subordinate Voting Common Stock outstanding on the record date), and of which the denominator shall be the current market price per share (determined as defined in accordance subsection (gh) of this Section 4.06) of the Class A Subordinate Voting Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders shareholders entitled to receive such distribution.

Appears in 1 contract

Samples: Cubist Pharmaceuticals Inc

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Distribution of Indebtedness, Securities or Assets. In case the Company shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock any shares of Capital Stock of the Company (other than Class A Subordinate Voting Stock), evidences of indebtedness or other non-cash assets (including securities of any Person other than the Company but excluding dividends or distributions referred to in subsection (b) of this Section 4.0613.07), or shall distribute to all or substantially all holders of its Class A Subordinate Voting Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (c) of this Section 4.06 13.07 and also excluding the distribution of rights to all holders of Class A Subordinate Voting Stock pursuant to the adoption of a Rights Plan or the detachment of such rights under the terms of such Rights Plan), then in each such case the Conversion Price in effect immediately before the close of business on the record date fixed for the determination of stockholders entitled to such distribution shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (determined in accordance with subsection (g) of this Section 4.0613.07) of the Class A Subordinate Voting Stock on the record date fixed for the determination of stockholders entitled to such distribution less the fair market value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants attributable to one share of Class A Subordinate Voting Stock (determined on the basis of the number of shares of Class A Subordinate Voting Stock outstanding on the record date), and of which the denominator shall be the current market price per share (determined in accordance subsection (g) of this Section 4.0613.07) of the Class A Subordinate Voting Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive such distribution.

Appears in 1 contract

Samples: Magna Entertainment Corp

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