Early Settlement Upon a Fundamental Change. (a) If a Fundamental Change occurs and a Holder exercises the right to effect Early Settlement in respect of its Purchase Contracts in connection with such Fundamental Change in accordance with the procedures set forth in Section 4.06, such Holder shall receive a number of shares of Common Stock (or, if a Reorganization Event has occurred, cash, securities or other property, as applicable) for each such Purchase Contract equal to the applicable Fundamental Change Early Settlement Rate (the “Fundamental Change Early Settlement Right”). An Early Settlement shall be deemed for these purposes to be “in connection with” such Fundamental Change if the Holder delivers an Early Settlement Notice to the Purchase Contract Agent, and otherwise satisfies the requirements for effecting Early Settlement of its Purchase Contracts set forth in Section 4.06, during the period beginning on, and including, the Effective Date of the Fundamental Change and ending at the close of business on the 35th Business Day thereafter (or, if earlier, the second Scheduled Trading Day immediately preceding the Scheduled Mandatory Settlement Date) (the “Fundamental Change Early Settlement Period”).
Early Settlement Upon a Fundamental Change. (a) If a Fundamental Change occurs and a Holder elects to settle its Purchase Contracts early in connection with such Fundamental Change, such Holder shall receive a number of shares of Common Stock (or cash, securities or other property, as applicable) based on the Fundamental Change Early Settlement Rate (the “Fundamental Change Early Settlement Right”). An early settlement shall be deemed for these purposes to be “in connection with” such Fundamental Change if the Holder delivers an Early Settlement Notice to the Purchase Contract Agent, and otherwise satisfies the requirements for effecting Early Settlement of its Purchase Contracts set forth in Section 4.04(b), during the period beginning on, and including, the Effective Date of the Fundamental Change and ending at the close of business on, and including, the 30th Business Day thereafter (or, if earlier, the third Scheduled Trading Day immediately preceding the Mandatory Settlement Date) (“the Fundamental Change Early Settlement Period”).
Early Settlement Upon a Fundamental Change. (a) If a Fundamental Change occurs and a Holder elects to effect an Early Settlement of any Purchase Contract in connection with such Fundamental Change, then, notwithstanding anything to the contrary herein, such Holder shall receive a number of shares of Common Stock (or Reference Property Units, as applicable) based on the Fundamental Change Early Settlement Rate (the “Fundamental Change Early Settlement Right”). An Early Settlement shall be deemed for these purposes to be “in connection with” such Fundamental Change if the Holder delivers an Early Settlement Notice to the Purchase Contract Agent, and otherwise satisfies the requirements for effecting Early Settlement of its Purchase Contracts set forth in Section 4.04, during the period beginning on, and including, the Effective Date of the Fundamental Change and ending on, and including, the 35th Business Day thereafter (the “Fundamental Change Early Settlement Period”). If a Holder complies with the requirements set forth in Section 5.02(b) to exercise the Fundamental Change Early Settlement Right prior to the Close of Business on any Business Day during the Fundamental Change Early Settlement Period, then that Business Day shall be considered the “Fundamental Change Early Settlement Date.” If a Holder complies with the requirements set forth in Section 5.02(b) to exercise the Fundamental Change Early Settlement Right at or after the Close of Business on any Business Day during the Fundamental Change Early Settlement Period or at any time on a day during the Fundamental Change Early Settlement Period that is not a Business Day, then the next succeeding Business Day shall be considered the “Fundamental Change Early Settlement Date.”
Early Settlement Upon a Fundamental Change. (a) If a Fundamental Change occurs and a Holder elects to settle its Purchase Contracts in connection with such Fundamental Change, such Holder shall receive a number of shares of Common Stock based on the Fundamental Change Early Settlement Rate (the “Fundamental Change Early Settlement Right”). An Early Settlement shall be deemed for these purposes to be “in connection with” such Fundamental Change if the Holder delivers an Early Settlement Notice to the Purchase Contract Agent, and otherwise satisfies the requirements for effecting Early Settlement of its Purchase Contracts, during the period beginning on, and including, the Effective Date of the Fundamental Change and ending on, and including, the 30th Business Day thereafter (“the Fundamental Change Early Settlement Date”).
Early Settlement Upon a Fundamental Change. Upon the occurrence of a fundamental change (as defined), a holder of a purchase contract will have the right to accelerate and settle such purchase contract early at the “fundamental change settlement rate,” which will depend on the share price in such fundamental change and the date such fundamental change occurs. The following table sets forth the hypothetical common share price and the fundamental change settlement rate per Stated Amount of Equity Units: Stock Effective Date Price June 24, 2009 June 1, 2010 June 1, 2011 June 1, 2012 $ 6.00 5.6343 5.3504 5.0133 4.5455 $ 8.00 5.0413 4.8692 4.7094 4.5455 $ 10.00 4.6717 4.5278 4.4041 4.5455 $ 11.00 4.5476 4.4079 4.2794 4.5455 $ 12.00 4.4535 4.3172 4.1829 4.1667 $ 12.93 4.3872 4.2549 4.1185 3.8685 $ 15.00 4.2896 4.1691 4.0413 3.8685 $ 17.50 4.2272 4.1231 4.0138 3.8685 $ 20.00 4.1933 4.1031 4.0065 3.8685 $ 25.00 4.1548 4.0810 3.9930 3.8685 $ 30.00 4.1266 4.0603 3.9766 3.8685 $ 40.00 4.0794 4.0221 3.9508 3.8685 $ 50.00 4.0432 3.9936 3.9344 3.8685 $ 60.00 4.0163 3.9734 3.9235 3.8685 $ 75.00 3.9878 3.9526 3.9125 3.8685 $ 100.00 3.9583 3.9316 3.9015 3.8685 The exact share prices and effective dates may not be set forth in the table above, in which case · If the share price is between two share price amounts in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower share price amounts and the earlier and later effective dates, as applicable, based on a 365-day year. · If the share price is greater than $100.00 per share (subject to adjustment), the fundamental change early settlement rate will be the minimum settlement rate. · If the share price is less than $6.00 per share (subject to adjustment), the fundamental change early settlement rate will be the maximum settlement rate. The Issuers have filed with the Securities and Exchange Commission, or SEC, a registration statement (including a prospectus dated June 16, 2009) for the Common Shares Offering and Equity Units Offering and a preliminary prospectus supplement dated June 16, 2009 for the Equity Units Offering, and Assured Guaranty Ltd. filed a preliminary prospectus supplement dated June 16, 2009 for the Common Share Offering. Before you invest, you should read the relevant prospectus supplement, the accompanying prospectus and other documents the Issuers have filed with the S...
Early Settlement Upon a Fundamental Change. Upon the occurrence of a “fundamental change,” as defined in the preliminary prospectus supplement for the Equity Units Offering, prior to the purchase contract settlement date, then, following the fundamental change, each holder of a purchase contract will have the right to accelerate and settle such contract early at the settlement rate determined as if the applicable market value equaled the stock price, plus an additional make-whole amount of shares (such additional make-whole amount of shares being hereafter referred to as the “make-whole shares”). We refer to this right as the “fundamental change early settlement right.” The number of make-whole shares per purchase contract applicable to a fundamental change early settlement will be determined by reference to the table below, based on the date on which the fundamental change occurs or becomes effective (the “effective date”) and the “stock price” in the fundamental change: Stock Price on Effective Date Effective Date $8.00 $16.00 $20.00 $24.00 $26.00 $28.80 $32.00 $36.00 $40.00 $50.00 $60.00 $70.00 $80.00 $90.00 $100.00 June 28, 2010 0.5748 0.2380 0.1123 0.0000 0.1133 0.2462 0.1998 0.1601 0.1346 0.1014 0.0844 0.0723 0.0627 0.0548 0.0482 July 1, 2011 0.4027 0.1649 0.0598 0.0000 0.0669 0.1999 0.1548 0.1187 0.0975 0.0730 0.0607 0.0516 0.0444 0.0386 0.0340 July 1, 2012 0.2111 0.0900 0.0156 0.0000 0.0180 0.1444 0.0977 0.0667 0.0526 0.0396 0.0325 0.0273 0.0233 0.0203 0.0178 July 1, 2013 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock price and effective date applicable to a fundamental change may not be set forth on the table, in which case: • if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the amount of make-whole shares will be determined by straight line interpolation between the make-whole share amounts set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year; • if the stock price is in excess of $100.00 per share (subject to adjustment in the same manner as the stock prices set forth in the second row of the table above) then the make-whole share amount will be zero; and • if the stock price is less than $8.00 per share (subject to adjustment in the same manner as the stock prices set forth in the second row of the table above) (the “minimum stock price”), then the make-whole share amount will be det...
Early Settlement Upon a Fundamental Change. The following table sets forth the “fundamental change early settlement rate” (as defined in the Units Preliminary Prospectus Supplement) per Purchase Contract for each “unit price” and “effective date” (each as defined in the Units Preliminary Prospectus Supplement) set forth below: Effective Date Unit Price June 10, 2015 June 7, 2016 June 7, 2017 June 7, 2018 $30.00 0.6896 0.7440 0.8025 0.8591 $40.00 0.6920 0.7408 0.7989 0.8591 $45.00 0.6884 0.7338 0.7897 0.8591 $50.00 0.6838 0.7255 0.7771 0.8591 $55.00 0.6788 0.7168 0.7629 0.8591 $58.20 0.6758 0.7115 0.7538 0.8591 $60.00 0.6741 0.7087 0.7487 0.8333 $65.00 0.6699 0.7014 0.7359 0.7692 $69.84 0.6665 0.6954 0.7254 0.7159 $75.00 0.6634 0.6901 0.7163 0.7159 $85.00 0.6592 0.6828 0.7046 0.7159 $90.00 0.6577 0.6804 0.7010 0.7159 $100.00 0.6560 0.6772 0.6969 0.7159 $125.00 0.6554 0.6751 0.6948 0.7159 $150.00 0.6569 0.6759 0.6954 0.7159 $175.00 0.6588 0.6773 0.6963 0.7159 The exact unit price and effective date may not be set forth in the table above, in which case: • if the unit price is between two unit prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by straight line interpolation between the fundamental change early settlement rates set forth for the higher and lower unit prices and the earlier and later effective dates, as applicable, based on a 365-day year; • if the unit price is greater than $175.00 per WGP Common Unit (subject to adjustment in the same manner as the unit prices set forth in the column headings of the table above), then the fundamental change early settlement rate will be the Minimum Settlement Rate; or • if the unit price is less than $30.00 per WGP Common Unit (subject to adjustment in the same manner as the WGP Common Unit prices set forth in the column headings of the table above, the “Minimum Unit Price”), the fundamental change early settlement rate will be determined as if the unit price equaled the Minimum Unit Price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two effective dates in the table. The maximum number of WGP Common Units deliverable under a Purchase Contract is 0.8591, subject to adjustment at the same time and in the same manner as the “fixed settlement rates” (as defined in the Units Preliminary Prospectus Supplement) as set forth under “Description of the Purchase Contracts—Adjustments to...
Early Settlement Upon a Fundamental Change. The following table sets forth the fundamental change early settlement rate per Purchase Contract for each stock price and effective date set forth below: Effective Date Stock Price July 16, 2012 July 15, 2013 July 15, 2014 July 15, 2015 $0.50 7.8254 7.9505 8.0765 8.6207 $1.00 7.4201 7.5453 7.6712 8.6207 $1.50 7.1706 7.2958 7.4217 8.6207 $2.50 6.9143 7.0395 7.1654 8.6207 $2.75 6.8776 7.0028 7.1287 8.6207 $2.90 6.8588 6.9840 7.1099 8.6207 $3.00 6.8475 6.9726 7.0986 8.3333 $3.25 6.8226 6.9478 7.0737 7.6923 $3.55 6.7983 6.9234 7.0494 7.0423 $3.75 6.7848 6.9100 7.0359 7.0373 $4.50 6.7484 6.8735 6.9994 7.0373 $5.00 6.7327 6.8579 6.9838 7.0373 $7.50 6.7021 6.8273 6.9532 7.0373 $10.00 6.6994 6.8246 6.9505 7.0373 $12.50 6.7028 6.8279 6.9539 7.0373
Early Settlement Upon a Fundamental Change. 32 Section 4.08. Acceleration of Purchase Contract Settlement Date 35 Section 4.09. Registration of Underlying Shares and Transfer Taxes 35 Section 4.10. Return of Purchase Contract Settlement Fund 35 Section 4.11. No Fractional Shares 36 ARTICLE 5 ANTI-DILUTION ADJUSTMENTS TO THE FIXED SETTLEMENT RATES Section 5.01. Adjustments 36 RECAPITALIZATIONS, RECLASSIFICATIONS AND CHANGES OF COMMON STOCK Section 6.01. Reorganization Events and Exchange Property 47 ARTICLE 7
Early Settlement Upon a Fundamental Change. (a) If a Fundamental Change occurs prior to the Expiration Date, each Warrantholder will have the right to exercise its Warrants at any time on or after the effective date of such Fundamental Change (the “Effective Date”) until the 30th Trading Day after the Effective Date. Following such 30th Trading Day, any unexercised Warrants will no longer be exercisable until the Expiration Date. The Company shall, on or prior to such 10th scheduled Trading Day immediately preceding the anticipated Effective Date, issue a press release and notify all Warrantholders (with a copy to the Warrant Agent) of the anticipated Effective Date, their rights to exercise their Warrants as set forth in the Warrant Agreement, and whether the Company will settle Warrants tendered for exercise in cash or shares of its Common Stock, or a combination thereof, as set forth in this Section 3.05. In such press release and notice, the Company shall state that any Warrantholder whose Warrants are represented by Global Units must separate such Global Units into Global Warrants and Global Notes in order to exercise such Warrants in connection with a Fundamental Change. The Company shall deliver the same consideration for all Warrants of a particular type, but may settle the Capped Warrants and the Uncapped Warrants for different consideration. Any such notice will be irrevocable.
