Special Settlement Provisions Sample Clauses
Special Settlement Provisions. (A) Notwithstanding anything to the contrary herein, if a Fixed Settlement Rate adjustment becomes effective on any Ex-Dividend Date, and (x) a Holder of a Unit or a Separate Purchase Contract that has elected Early Settlement of such Unit or such Separate Purchase Contract, as applicable for which the applicable Early Settlement Exercise Date occurs or (y) a holder of a Unit or a Separate Purchase Contract to which Early Mandatory Settlement applies and for which the applicable Early Mandatory Relevant Date occurs, in either case of clauses (x) or (y), on or after such Ex-Dividend Date and on or prior to the related Record Date would be (i) treated as the record holder of shares of Common Stock as of the related Early Settlement Exercise Date or Early Mandatory Relevant Date, as applicable, pursuant to Section 3.02 based on a Fixed Settlement Rate that would otherwise be adjusted for such Ex-Dividend Date in respect of such dividend, distribution or other event giving rise to such adjustment and (ii) entitled to participate in the related dividend, distribution or other event giving rise to such adjustment with respect to all such shares of Common Stock, then, notwithstanding the foregoing Fixed Settlement Rate adjustment provisions, the Fixed Settlement Rate adjustment relating to such Ex-Dividend Date will not be made for such Holder. Instead, such Holder shall be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
(B) In addition, if:
(1) the Record Date, effective date or Tender Offer Expiration Date for any event that requires an adjustment to the Fixed Settlement Rates under any of Sections 5.01(a)(i) through (v) hereof occurs:
(a) on or after the first VWAP Trading Day of the relevant Observation Period; and
(b) on or prior to the last VWAP Trading Day of such Observation Period; and
(2) the Daily Settlement Amount for any VWAP Trading Day in such Observation Period that occurs on or prior to such Record Date, effective date or Tender Offer Expiration Date:
(a) includes shares of Common Stock that do not entitle their holder to participate in such event; and
(b) is calculated based on a Fixed Settlement Rate that is not adjusted on account of such event; then the Company shall treat each Holder of a Unit or Separate Purchase Contract as though it were the record holder on such Record Date, effective d...
Special Settlement Provisions. Notwithstanding anything to the contrary herein, if a Holder converts a Note in a Combination Settlement, and the Daily Settlement Amount for any VWAP Trading Day during the Conversion Period applicable to such Note:
(i) is calculated based on a Conversion Rate adjusted on account of any event described in Sections 4.04(a) through (e); and
(ii) includes any shares of Common Stock that, but for this provision, would entitle their holder to participate in such event; then, although the Company will otherwise treat such Holder as the holder of record of such shares of Common Stock on the last VWAP Trading Day of such Conversion Period, the Company will not permit such Holder to participate in such event on account of such shares of Common Stock. In addition, notwithstanding anything to the contrary herein, if a Holder converts a Note and:
(i) Combination Settlement is applicable to such Note and shares of Common Stock are deliverable to settle the Daily Net Share Settlement Number for a given Trading Day within the Conversion Period applicable to such Note;
(ii) any distribution, transaction or event described in Sections 4.04(a)-(e) has not yet resulted in an adjustment to the applicable Conversion Rate on such Trading Day; and
(iii) the shares of Common Stock deliverable in respect of such Trading Day are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction. If a Holder converts a Note and:
(i) Physical Settlement is applicable to such Note;
(ii) any distribution or transaction described in Sections 4.04(a)-(e) has not yet resulted in an adjustment to the applicable Conversion Rate on a given Conversion Date; and
(iii) the shares of Common Stock deliverable on settlement of the related conversion are not entitled to participate in the relevant distribution or transaction (because such shares of Common Stock were not held on a related Record Date or otherwise), then the Company will adjust the number of shares of Common Stock delivered in respect of the relevant Trading Day to reflect the relevant distribution or transaction. Notwithstanding the foregoing, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder that has converted its No...
Special Settlement Provisions. Notwithstanding anything to the contrary herein, if:
(i) this Note is to be converted and, as of the Conversion Date for such conversion, any transaction or other event that requires an adjustment to the Conversion Rate pursuant to Sections 8.05(a) through (e) has occurred but has not yet resulted in an adjustment to the Conversion Rate;
(ii) the consideration due upon such conversion consists of any shares of Common Stock; and
(iii) such shares of Common Stock are not entitled to participate in such transaction or event because they were not held on the related record date or otherwise, then, solely for purpose of such conversion, the Company shall, without duplication, give effect to such adjustment on such Conversion Date. In addition, notwithstanding anything to the contrary herein, if:
(i) a Conversion Rate adjustment for any transaction or other event becomes effective on any Ex-Dividend Date pursuant to Sections 8.05(a) through (e);
(ii) this Note is to be converted;
(iii) the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related record date;
(iv) the consideration due upon such conversion includes any whole shares of Common Stock; and
(v) the Holder would be treated, on such record date, as the record holder of such shares of Common Stock based on a Conversion Rate that is adjusted for such event, then such Conversion Rate adjustment shall not be given effect for such conversion. Instead, the Holder will be treated as if the Holder were, as of such record date, the record holder of such shares of Common Stock on an unadjusted basis and will participate in such transaction or event.
Special Settlement Provisions. Notwithstanding anything to the contrary herein, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date as described above, and a Holder that has converted its Securities on or after such Ex-Dividend Date and on or prior to the related Regular Record Date would be treated as the record holder of shares of Common Stock as of the related Conversion Date in accordance with the provisions of the last paragraph of Section 14.02(b) based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Dividend Date will not be made for such converting Holder. Instead, such Holder will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
Special Settlement Provisions. (1) Notwithstanding Sections 4.04 (a) through (e) hereof, if a Conversion Rate adjustment becomes effective on any Ex-Date, and a Holder that has converted its Notes on or after such Ex-Date and on or prior to the related Regular Record Date would be treated as the record holder of shares of Common Stock as of the related Conversion Date based on an adjusted Conversion Rate for such Ex-Date, then, notwithstanding the foregoing Conversion Rate adjustment provisions, the Conversion Rate adjustment relating to such Ex-Date will not be made for such converting Holder. Instead, such Holder will be treated as if such Holder were the record owner of the shares of Common Stock on an unadjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.
(2) If the Issuer issues rights, options or warrants that are only exercisable upon the occurrence of certain triggering events, and upon conversion of the Notes converting Holders will be entitled to receive such rights, options or warrants in respect of any shares of Common Stock delivered upon conversion, then the Conversion Rate shall not be adjusted pursuant to any of Sections 4.04(a) through (e) hereof until the earliest of these triggering events occurs.
Special Settlement Provisions. Notwithstanding this Section 10.05 or any other provision of this Indenture or the Notes, if a Conversion Rate adjustment becomes effective on any Ex-Dividend Date, and a holder that has converted its Notes on or after such Ex-Dividend Date and on or prior to the related record date would be treated as the record holder of Common Stock as of the related Conversion Date as described under Section 10.02 based on an adjusted Conversion Rate for such Ex-Dividend Date, then, notwithstanding the Conversion Rate adjustment provisions in this Section 10.05, the Conversion Rate adjustment relating to such Ex-Dividend Date shall not be made for such converting holder. Instead, such holder shall be treated as if such holder were the record owner of the Common Stock on an unadjusted basis and participate, following conversion, as a holder of Common Stock, in the related dividend, distribution or other event giving rise to such adjustment.
Special Settlement Provisions. In addition, notwithstanding anything to the contrary herein, if an Exchange Rate adjustment becomes effective, and a Holder that has exchanged its Notes with an Exchange Date occurring on or after the relevant Ex-Dividend Date and on or prior to the related Record Date would be treated as the record holder of ADSs or Ordinary Shares as of the related Exchange Date as described under Section 4.03 hereof based on an adjusted Exchange Rate for such Ex-Dividend Date, then, notwithstanding the foregoing Exchange Rate adjustment provisions, the Exchange Rate adjustment relating to such Ex-Dividend Date will not be made for such exchanging Holder. Instead, such Holder shall be treated as if such Holder were the registered owner of the ADSs or Ordinary Shares on an unadjusted basis and participated in the related dividend, distribution or other event giving rise to such adjustment.
Special Settlement Provisions. Notwithstanding anything to the contrary herein, if a Holder converts a Note in a Combination Settlement, and the Daily Settlement Amount for any VWAP Trading Day during the Conversion Period applicable to such Note: