Method of Adjustment. Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (which Section shall not apply for purposes of the Transaction except as provided in Section 10(y) below), upon any Potential Adjustment Event, the Calculation Agent shall make an adjustment to any one or more of the Strike Price and the Option Entitlement corresponding to the adjustment required to be made pursuant to the Indenture to the “Conversion Rate” (as such term is defined in the Indenture). Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
Appears in 3 contracts
Samples: Chegg, Inc, iRhythm Technologies, Inc., Dexcom Inc
Method of Adjustment. Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (which Section shall not apply for purposes of the Transaction Transaction, except as provided in Section 10(y) below), upon any Potential Adjustment Event, the Calculation Agent shall make an adjustment to any one or more of the Strike Price and the Option Entitlement corresponding to the adjustment required to be made pursuant to the Indenture to the “Conversion Rate” (as such term is defined in the Indenture). Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
Appears in 1 contract
Samples: Turning Point Brands, Inc.
Method of Adjustment. Calculation Agent Adjustment, which means that, notwithstanding shall not have the meaning set forth in Section 11.2(c) of the Equity Definitions (which Section and instead shall not apply for purposes of the Transaction except as provided in Section 10(y) below)mean that, upon any Potential Adjustment Event, the Calculation Agent shall make an adjustment adjustments in a commercially reasonable manner to any one or more of the Strike Price and the Price, Number of Options, Option Entitlement corresponding and any other variable relevant to the adjustment required to be made pursuant exercise, settlement or payment for the Transaction that correspond to the Indenture adjustments to the “Conversion Rate” (as such term is defined in Exchangeable Notes under the Indenture). Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:,
Appears in 1 contract
Samples: Hannon Armstrong Sustainable Infrastructure Capital, Inc.
Method of Adjustment. Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (which Section shall not apply for purposes of the Transaction except as provided in Section 10(y) below)Definitions, upon any Potential Adjustment Event, the Calculation Agent shall make an a corresponding adjustment in respect of any adjustment required under the Indenture to any one or more of the Strike Price and the Price, Number of Options, Option Entitlement corresponding and any other variable relevant to the adjustment required to exercise, settlement or payment for the Transaction; provided that in no event shall the Strike Price be made pursuant to greater than the Indenture to the “Conversion Rate” (as such term is defined in the Indenture)Cap Price. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
Appears in 1 contract
Samples: Sphere Entertainment Co.
Method of Adjustment. Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions (which Section shall not apply for purposes of the Transaction except as provided in Section 10(y) belowTransaction), upon any Potential Adjustment Event, the Calculation Agent shall make an a commercially reasonable adjustment to any one or more of the Strike Price and the Option Entitlement corresponding to the adjustment required to be made pursuant to the Indenture to the “Conversion Rate” (as such term is defined in the Indenture). Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:
Appears in 1 contract
Samples: Benefitfocus,Inc.