Conversion Rate Uses in Current Market Price Clause

Current Market Price from Convertible Debenture

INDENTURE dated as of May 14, 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of May 14, 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of May , 2009, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Senior Convertible Note

INDENTURE dated as of June 22, 2007, between VERIFONE HOLDINGS, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a New York banking corporation, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means the average of the Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the Ex-Dividend Date for such issuance or distribution requiring such computation. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors. (ii) Ex-Dividend Date means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the relevant dividend, distribution or issuance.

Current Market Price from Senior Convertible Note

INDENTURE dated as of June 22, 2007, between VERIFONE HOLDINGS, INC., a Delaware corporation (the Company), and U.S. BANK NATIONAL ASSOCIATION, a New York banking corporation, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means the average of the Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the Ex-Dividend Date for such issuance or distribution requiring such computation. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors. (ii) Ex-Dividend Date means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the relevant dividend, distribution or issuance.

Current Market Price from Convertible Debenture

INDENTURE dated as of February 7, 2007, between TRICO MARINE SERVICES, INC., a Delaware corporation (the Company), and Wells Fargo Bank, National Association, as trustee (the Trustee).

Current Market Price. with respect to any issuance or distribution, means, except as otherwise provided in Section 10.05(d), the average of the daily Closing Sale Prices per share of Common Stock for the ten consecutive Trading Days immediately prior to the ex date for such issuance or distribution requiring such computation; provided that if the ex date (as hereinafter defined) for any event (other than the issuance or distribution requiring such computation) that requires an adjustment to the Conversion Rate pursuant to Section 10.05(a), (b), (c), (d), (e) or (f) occurs during such ten consecutive Trading Days, the Closing Sale Price for each Trading Day prior to the ex date for such other event shall be adjusted by dividing such Closing Sale Price by the same fraction by which the Conversion Rate is so required to be multiplied as a result of such other event. Notwithstanding the foregoing, whenever successive adjustments to the Conversion Rate are called for pursuant to this Section 10.05, such adjustments shall be made to the Current Market Price as may be necessary or appropriate to effectuate the intent of this Section 10.05 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors.

Current Market Price from Convertible Debenture

INDENTURE dated as of February 23, 2005 between BlackRock, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the Company, as more fully set forth in Section 1.01), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (hereinafter sometimes called the Trustee, as more fully set forth in Section 1.01).

Current Market Price. shall have the meaning set forth in Section 1.01, except that if another issuance, distribution, subdivision or combination to which Section 15.03 applies occurs during the period applicable for calculating Current Market Price pursuant to the definition thereof, Current Market Price shall be calculated for such period in a manner determined by the Board of Directors to reflect the impact of such issuance, distribution, subdivision or combination on the Last Reported Sale Price of the Class A Common Stock during such period. (ii) Fair Market Value shall mean the amount which a willing buyer would pay a willing seller in an arms-length transaction. (iii) Record Date shall mean, with respect to any dividend, distribution or other transaction or event in which the holders of Class A Common Stock have the right to receive any cash, securities or other property or in which the Class A Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).