New WPP definition
Examples of New WPP in a sentence
In particular, New WPP may, at its option after the Scheme II Effective Date, make such reduction in the Conversion Price, in addition to those set forth in Section 11C.06, as it deems advisable to avoid or diminish any income tax to holders of New WPP Ordinary Shares resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for tax purposes or for any other reasons.
If such number shall not be a whole number, no fraction of a New WPP Share shall be allotted, but instead the number to be allotted shall be rounded down to the nearest whole number and the consideration for the issue and allotment of the New WPP Shares to Asatsu shall be the WPP Subscription Price, which shall be satisfied by the issue by Asatsu of the Promissory Note.
Whenever the Conversion Price is adjusted pursuant to Section 11C.06, or Holders become entitled to other securities or due bills, New WPP shall promptly mail to Holders a notice of the adjustment and file with the Trustee an Officers’ Certificate briefly stating the facts requiring the adjustment and the manner of computing it.
WPP shall then issue and allot the New WPP Shares to Asatsu subject to the terms of this Agreement, the name of Asatsu shall be entered in the register of members of WPP as soon as possible, and WPP shall deliver subject to clause 5.5 to Asatsu a duly executed share certificate and all other necessary documents in relation to the issue to Asatsu of the New WPP Shares.
The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 11C.11, but may accept as conclusive evidence of the correctness thereof, and shall be authorized and protected in relying upon, the Officers’ Certificate with respect thereto which New WPP is obligated to file with the Trustee pursuant to Section 11C.11.
No fractional New WPP ADSs shall be issued upon conversion of Debentures.
For purposes of calculating the aggregate amount of Cash Dividends paid by New WPP with respect to calendar year 2008, the interim dividend paid by WPP Holdings per WPP Holdings Ordinary Share with respect to 2008 shall be deemed to have been paid with respect to that calendar year by New WPP in respect of the WPP Holdings Ordinary Shares.
New WPP may, from time to time after the Scheme II Effective Date, to the extent permitted by law and The Nasdaq Stock Market Marketplace Rules, reduce the Conversion Price by any amount for any period of at least 20 Business Days, in which case New WPP shall give at least fifteen (15) days’ notice of such reduction.
WPP Group plc and WPP International Holding BV (“the Stock Purchase Agreement”), in available funds, the principal sum of pounds sterling [ ] being the WPP Subscription Price in respect of the New WPP Shares as the same are defined in clauses 1.1.28 and 1.1.21 respectively of the Stock Purchase Agreement.
Each Conversion Agent (other than New WPP or an Affiliate of New WPP) shall have the same protection under this Section 11C.12 as the Trustee.