Common use of Share Dividends, Splits and Combinations Clause in Contracts

Share Dividends, Splits and Combinations. If Parent issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 3 contracts

Samples: Indenture (Aegerion Pharmaceuticals, Inc.), Amryt Pharma PLC, Amryt Pharma PLC

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Share Dividends, Splits and Combinations. If Parent the Borrower issues solely Ordinary Common Shares as a dividend or distribution on all or substantially all Ordinary Common Shares, or if Parent the Borrower effects a share split or a share combination of the Ordinary Common Shares (in each case excluding an issuance solely pursuant to an Ordinary Share a Common Shares Change Event, as to which Section 5.09 5.07 will apply), then the Conversion Rate Price will be adjusted based on the following formula: where: CR0 CP0 = the Conversion Rate Price in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 CP1 = the Conversion Rate Price in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Common Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate Price will be readjusted, effective as of the date the Parent Board of Managing Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate Price that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 2 contracts

Samples: Loan Agreement (Centogene N.V.), Loan Agreement (Centogene N.V.)

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary a Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 5.05(A)(i) is declared or announceddeclared, but not so paid or madepaid, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect had such dividend, distribution, share split dividend or share combination distribution not been declared or announceddeclared.

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i5.05(C)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 1 contract

Samples: Indenture (Ascendis Pharma a/S)

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 5.05(A)(i) is declared or announceddeclared, but not so paid or madepaid, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect had such dividend, distribution, share split dividend or share combination distribution not been declared or announceddeclared.

Appears in 1 contract

Samples: Indenture (SMART Global Holdings, Inc.)

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Common Shares as a dividend or distribution on all or substantially all Ordinary Common Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Common Shares (in each case excluding an issuance solely pursuant to an Ordinary a Common Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Common Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 1 contract

Samples: Indenture (Imax Corp)

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Common Shares as a dividend or distribution on all or substantially all Ordinary Common Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Common Shares (in each case excluding an issuance solely pursuant to an Ordinary a Common Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = CR0=the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = ​ CR1=the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = ​ OS0=the number of Ordinary Common Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = ​ OS1=the number of Ordinary Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.. ​ ​ ​ ​

Appears in 1 contract

Samples: Inotiv, Inc.

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary a Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0× OS1 OS0 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 5.05(A)(i) is declared or announceddeclared, but not so paid or madepaid, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect had such dividend, distribution, share split dividend or share combination distribution not been declared or announceddeclared.

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

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Share Dividends, Splits and Combinations. If Parent the Company issues solely the Ordinary Shares as a dividend or distribution on all or substantially all of the Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 1 contract

Samples: Indenture (Sunpower Corp)

Share Dividends, Splits and Combinations. If Parent the Company issues solely the Ordinary Shares as a dividend or distribution on all or substantially all of the Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 1 contract

Samples: Supplemental Indenture (Maxeon Rooster HoldCo, Ltd.)

Share Dividends, Splits and Combinations. If Parent issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: CR1 = CR0 × OS1 OS where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. If any dividend, distribution, share split or share combination of the type described in this Section 5.05(A)(i) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Parent Board determines not to pay such dividend or distribution or to effect such share split or share combination, to the Conversion Rate that would then be in effect had such dividend, distribution, share split or share combination not been declared or announced.

Appears in 1 contract

Samples: www.amrytpharma.com

Share Dividends, Splits and Combinations. If Parent the Company issues solely Ordinary Shares as a dividend or distribution on all or substantially all Ordinary Shares, or if Parent the Company effects a share split or a share combination of the Ordinary Shares (in each case excluding an issuance solely pursuant to an Ordinary a Share Change Event, as to which Section 5.09 will apply), then the Conversion Rate will be adjusted based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable; OS0 = the number of Ordinary Shares outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, share split or share combination; and OS1 = the number of Ordinary Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination. FullDPWPathandDateText US-DOCS\113092644.12 If any dividend, distribution, share split dividend or share combination distribution of the type described in this Section 5.05(A)(i) is declared or announceddeclared, but not so paid or madepaid, then the Conversion Rate will be readjusted, effective as of the date the Parent Board of Directors determines not to pay such dividend or distribution or to effect such share split or share combinationdistribution, to the Conversion Rate that would then be in effect had such dividend, distribution, share split dividend or share combination distribution not been declared or announceddeclared.

Appears in 1 contract

Samples: Indenture (Farfetch LTD)

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