Reference Shares definition

Reference Shares means, in respect of the exercise of Investor Cash Settlement Rights or Conversion Rights by a Bondholder, the number of Shares (rounded down, if necessary, to the nearest whole number of Shares) determined in good faith by the Calculation Agent by dividing the aggregate principal amount of the Bonds being the subject of the relevant exercise of Investor Cash Settlement Rights or Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Sections 5.4(a)(i), (ii), (iv), (v), (vi), (viii), (ix) or (x) but on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then (provided, in respect of an exercise of Conversion Rights only, that the Issuer is able to confer the benefit of the relevant consolidation, reclassification, redesignation or subdivision, dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Shares to be issued or transferred and delivered to such Bondholder), the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means, in respect of the exercise of Conversion Rights by a holder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined by dividing the principal amount of Bonds which are the subject of the relevant exercise of Conversion Rights by such holder by the Conversion Price in effect on the relevant Conversion Date.

Reference Shares means the Long Reference Shares and the Short Reference Shares; "Valuation Date" means any of the following, as applicable:

Examples of Reference Shares in a sentence

• It is understood that if more than one Debenture is to be exchanged or purchased pursuant to Article XI or Article XII in Reference Shares or shares of LSXMK, the number of Reference Shares or shares of LSXMK, as may be the case, shall be based on the aggregate amount of Debentures to be exchanged or purchased.

• In the case of delivery by the Company of solely Reference Shares in satisfaction of its exchange obligation, the Closing Price of the applicable fraction of a Reference Share shall be determined by multiplying such fraction by the Closing Price of the Reference Shares on the Trading Day next preceding the applicable Exchange Date and rounding the product to the nearest whole cent.

• Upon an exchange of Debentures in connection with a Make-Whole Fundamental Change, the Company shall deliver the consideration due upon such exchange based on (i) the number of Reference Shares attributable to such Debenture before giving effect to the provisions of this Section 11.13, plus (ii) an additional number of Reference Shares of the Significant Reference Company to which the Make-Whole Fundamental Change relates in an amount equal to the Reference Share Adjustment as set forth in Section 11.14.

• The Company shall provide, by 9:30 a.m., New York City time, by the second Trading Day after the Exchange Date, a written notice (the “Consideration Notice”) to the exchanging Holder and the Paying Agent or Exchange Agent (or both, as applicable), with a copy to the Trustee, of the Company’s election to deliver Reference Shares or cash or shares of LSXMK, or a combination of Reference Shares and cash and/or shares of LSXMK.

• If the Company elects to satisfy any portion of its exchange obligation in shares of LSXMK, then the Company shall deliver the consideration due within two Trading Days (or as soon as practicable thereafter) after the date of determination of the Current Market Price of the Reference Shares attributable to the Debentures being exchanged and of the shares of LSXMK to be delivered.

More Definitions of Reference Shares

Reference Shares means, in respect of the exercise of Exchange Rights by a Bondholder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined in good faith by the Calculation Agent by dividing the principal amount of the Exchangeable Bonds which are the subject of the relevant exercise of Exchange Rights by the Exchange Price in effect on the relevant Exchange Date, except that where the Exchange Date falls on or after the date an adjustment to the Exchange Price takes effect pursuant to Conditions 6(c)(i), 6(c)(ii), 6(c)(iii), 6(c)(iv), 6(c)(v) or 6(c)(ix) in circumstances where the Registration Date falls on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then (provided the Parent is able to confer the benefit of the relevant consolidation, reclassification, redesignation or subdivision, Dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Ordinary Shares to be issued or transferred and delivered to such Bondholder in respect of the relevant exercise of Exchange Rights) the Exchange Price in respect of such exercise shall be such Exchange Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means a bookkeeping entry recorded in the DSU Account of each Designated Participant to evidence the number of Common Shares notionally covered by a DSU, where each Reference Shares has the same value as one Common Share;

Reference Shares means such number and type of equity securities as shall constitute “Reference Shares” from time to time pursuant to the terms of the Liberty Indenture.

Reference Shares means all voting securities of the Company that are (without duplication):

Reference Shares means such number and type of equity securities as shall constitute “Reference Shares” from time to time pursuant to the terms of the Liberty Indenture.1

Reference Shares means, in respect of the exercise of Conversion Rights by a Bondholder, the number of Ordinary Shares (rounded down, if necessary, to the nearest whole number) determined by dividing the Converted Bonds by the Conversion Price in effect on the relevant Conversion Date except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Conditions 6(b)(i), 6(b)(ii), 6(b)(iii), 6(b)(iv), 6(b)(v) or 6(b)(ix) but prior to the record date or other due date for establishment of entitlement in respect of the relevant Dividend or issue or grant (as the case may be) giving rise to such adjustment, then provided the Issuer is or, as the case may be, would be able to confer the benefit of relevant Dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Ordinary Shares to be issued or transferred and delivered (or which, had an Alternative Settlement Election (specifying Physical Settlement) been made in respect of the relevant exercise of Conversion Rights, would have been required to be issued or transferred and delivered) to such Bondholder in respect of the relevant exercise of Conversion Rights, the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

Reference Shares means the shares of common stock included in the Reference Basket, as described under “Reference Basket”.