Spin Offs and Other Distributed Property Sample Clauses
The "Spin-Offs and Other Distributed Property" clause defines how rights and obligations regarding shares or assets distributed by a company, such as in a spin-off or stock dividend, are handled under the agreement. It typically specifies that if the company issues new securities or distributes property to shareholders, the parties to the agreement will receive their proportionate share or have their rights adjusted accordingly. This ensures that all parties maintain their intended economic position and prevents disputes over the allocation of new or distributed assets resulting from corporate actions.
Spin Offs and Other Distributed Property. (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:
(A) dividends, distributions, rights, options or warrants for which an adjustment was effected pursuant to Section 8.05(a) or 8.05(b), as applicable;
(B) dividends or distributions paid exclusively in cash for which an adjustment was effected pursuant to Section 8.05(d);
(C) Spin-Offs for which the provisions described in Section 8.05(c)(ii) will apply; and
(D) an issuance solely pursuant to a Common Stock Change Event, as to which the provisions set forth in Section 8.08(a) will apply, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices per share of the Common Stock over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Such adjustment shall become effective immediately after the Open of Business on such Ex-Dividend Date. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, the Holder will receive, for each $1,000 principal amount of this Note outstanding on the record date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets or property, rights, options or warrants or other securities that the Holder would have received if the Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the record date for such distribution (or in the case of a principal amount or portion of a principal amount that is not a multiple of $1,000,...
Spin Offs and Other Distributed Property. (i) If the Guarantor distributes shares of the Guarantor’s Share Capital, evidences of its indebtedness, other assets or property of the Guarantor or rights, options or warrants to acquire the Guarantor’s Share Capital or other securities of the Guarantor (the “Distributed Property”) to all or substantially all holders of the Ordinary Shares, excluding:
(A) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 7.05(a) hereof or Section 7.05(b) hereof;
(B) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 7.05(d) hereof;
(C) any dividends and distributions in connection with a Merger Event resulting in the change in the Exchange Consideration as described in Section 7.07;
(D) except as otherwise described under this Section 7.05(h), rights issued pursuant to a rights plan adopted by the Guarantor; or
(E) Spin-Offs as to which the provisions of Section 7.05(c)(ii) hereof shall apply, then the Exchange Rate will be increased based on the following formula: ER1 = ER0 × ▇▇▇ ▇▇▇ - FMV where: ER0 = the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; ER1 = the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Ordinary Shares over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Issuer in good faith) of the Distributed Property distributed with respect to each outstanding Ordinary Share in issue on the Ex-Dividend Date for such distribution. If “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, in respect of each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of the Ordinary Shares, the amount and kind of the Distributed Property that such Holder would have received if such Holder had owned a number of Ordinary Shares equal to the Exchange Rate in effect on the Ex-Dividend Date for the distribution. Any increase in the Exchange Rate made under this Section 7.05(c)(i) will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If such distribution is not s...
Spin Offs and Other Distributed Property. (1) Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:
Spin Offs and Other Distributed Property. (i) If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:
(A) dividends, distributions, rights, options or warrants as to which an adjustment was effected pursuant to Section 9.05(a) hereof or Section 9.05(b) hereof, as applicable;
(B) dividends or distributions paid exclusively in cash;
(C) distributions of Reference Property in a transaction described in Section 9.08(a); and
(D) Spin-Offs for which the provisions set forth in Section 9.05(c)(ii) hereof will apply, then the Conversion Rate will be increased based on the following formula: Where: CR0 = the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP0 = the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Company’s Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets, property of the Company, or rights, options or warrants to acquire the Company’s Capital Stock or other securities distributed with respect to each outstanding share of Common Stock on the Ex-Dividend Date for such distribution. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu of the foregoing increase, each Holder will receive, for each $1,000 principal amount of Notes held on the Record Date for the distribution, at the same time and upon the same terms as holders of the Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property of the Company, or rights, options or warrants to acquire Capital Stock or other securities that such Holder would have received if such Holder had owned a number of shares of Common Stock equal to the Conversion Rate in effect on the Record Date for such distribution. Any foregoing increase made under the portion of this clause (c) above will become effective immediately after the Open of Business on the Ex-Dividend Date for such distribution. If ...
Spin Offs and Other Distributed Property. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:
Spin Offs and Other Distributed Property