Issuance of Rights or Warrants. In case the Company shall issue rights, warrants or options to all or substantially all holders of Common Stock then entitled for a period expiring within forty-five (45) days from the date of issuance of the rights, warrants or options to subscribe for or purchase shares of Common Stock at a price per share less than the Current Market Price per share of Common Stock on the date fixed for the determination of stockholders entitled to receive such rights, warrants or options (other than any rights, warrants or options that (x) by their terms will also be issued to any Holder upon conversion of a Note into shares of Common Stock without any action required by the Company or any other Person or (y) are distributed to shareholders of the Company upon a merger or consolidation in compliance with Section 4.09 hereof), then the Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Conversion Rate by a fraction:
Issuance of Rights or Warrants. In case the Company shall issue to all or substantially all holders of its Common Stock rights or warrants that allow the holders to purchase or subscribe for shares of Common Stock for a period expiring within 60 days from the date of issuance of the rights or warrants at a price per share less than the Current Market Price on the record date fixed for the determination of stockholders entitled to receive such rights or warrants (other than (x) any rights or warrants that by their terms will also be issued to any Holder upon conversion of a Note into shares of Common Stock without any action required by the Company or any other Person or (y) any rights or warrants are distributed to shareholders of the Company upon a merger or consolidation as set forth in Section 6.08 hereof, and taking into consideration in determining the price per share any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Company), then the Conversion Rate shall be increased by dividing the Conversion Rate in effect immediately prior to the opening of business on the day following the record date fixed for such determination by an adjustment factor equal to a fraction:
Issuance of Rights or Warrants. In case the Company shall issue rights or warrants (other than any rights or warrants referred to in paragraph (d) below) to all holders of its outstanding shares of Common Stock entitling them to subscribe for or purchase shares of Common Stock (or securities convertible or exchangeable into Common Stock) at a price per share (or having a conversion or exchange price per share) less than the Market Price on the Record Date fixed for the determination of stockholders entitled to receive such rights or warrants, the Exercise Amount shall be adjusted so that the same shall equal the amount determined by multiplying the Exercise Amount in effect at the opening of business on the date after such Record Date by a fraction:
Issuance of Rights or Warrants. In case the Company shall issue to all holders of Common Stock rights or warrants entitling such holders to subscribe for or purchase Common Stock at a price per share less than the Current Market Price, the Conversion Price in effect immediately prior to the close of business on the record date fixed for determination of stockholders entitled to receive such rights or warrants shall be reduced by multiplying such Conversion Price by a fraction, the numerator of which is the sum of the number of shares of Common Stock outstanding at the close of business on such record date and the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator of which is the sum of the number of shares of Common Stock outstanding at the close of business on such record date and the number of additional shares of Common Stock so offered for subscription or purchase. For purposes of this subparagraph (iii), the issuance of rights or warrants to subscribe for or purchase securities convertible into Common Stock shall be deemed to be the issuance of rights or warrants to purchase the Common Stock into which such securities are convertible at an aggregate offering price equal to the sum of the aggregate offering price of such securities and the minimum aggregate amount (if any) payable upon conversion of such securities into Common Stock. Such adjustment shall be made successively whenever any such event shall occur.
Issuance of Rights or Warrants. In case NMB shall issue after June 30, 2005 to all holders of the NMB Common rights or warrants expiring within 45 days entitling such holders to subscribe for or purchase NMB Common at a price per share less than the Current Market Price (as defined below), the Exchange Price in effect immediately prior to the close of business on the record date fixed for determination of shareholders entitled to receive such rights or warrants shall be reduced by multiplying such Exchange Price by a fraction, the numerator of which is the sum of (a) the number of shares of NMB Common outstanding at the close of business on such record date and (b) the number of shares of NMB Common that the aggregate offering price of the total number of shares of NMB Common so offered for subscription or purchase would purchase at such Current Market Price, and the denominator of which is the sum of (c) the number of shares of NMB Common outstanding at the close of business on such record date and (d) the number of additional shares of NMB Common so offered for subscription or purchase. For purposes of this Section 2.6.2, the issuance of rights or warrants to subscribe for or purchase securities convertible into NMB Common shall be deemed to be the issuance of rights or warrants to purchase NMB Common into which such securities are convertible, at an aggregate offering price equal to the sum of the aggregate offering price of such securities and the minimum aggregate amount (if any) payable upon conversion of such securities into NMB Common. Such adjustment shall be made successively whenever any such event shall occur. The “Current Market Price” shall mean, as applicable, the average daily closing prices for shares of the NMB Common for the five consecutive trading days selected by the Board of Directors of NMB commencing not more than 20 trading days before, and ending not later than the date of such event and the date immediately preceding the record date fixed in connection with such event, utilizing for any day within such five-day period for which actual trades are not reported, the mid-point between the closing bid and asked prices for such day as reported on NASDAQ, or on any exchange on which the NMB Common is then listed or, if not so listed, by the principal market maker then making a market in such shares, or if such shares are not listed on any exchange or the NASD Stock Market, or traded by a market maker, the price determined in good faith by the Board of Directors of NM...
Issuance of Rights or Warrants. In case the Company issues to all or substantially all holders of its Shares of Common Stock rights or warrants entitling those holders for a period of not more than 60 days to subscribe for or purchase its Shares of Common Stock or securities convertible into its Shares of Common Stock at a price per share (or having a conversion, exchange or exercise price per share) less than the Current Market Price, the Conversion Price in effect at the opening of business on the Business Day immediately following the record date fixed for determination of shareholders entitled to receive those rights or warrants will be reduced by multiplying such Conversion Price by a fraction:
Issuance of Rights or Warrants. In case the Company issues to all or substantially all holders of its Class A Subordinate Voting Stock rights or warrants entitling those holders for a period of not more than 60 days to subscribe for or purchase its Class A Subordinate Voting Stock or securities convertible into its Class A Subordinate Voting Stock at a price per share or Conversion Price per share less than the current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 4.06), the Conversion Price in effect immediately before the close of business on the record date fixed for determination of stockholders entitled to receive those rights or warrants will be reduced by multiplying such Conversion Price by a fraction, the numerator of which is the sum of the number of shares of the Company's Class A Subordinate Voting Stock outstanding at the close of business on that record date and the number of shares of Class A Subordinate Voting Stock that the aggregate offering price of the total number of shares of the Company's Class A Subordinate Voting Stock so offered for subscription or purchase would purchase at the current market price per share of Class A Subordinate Voting Stock (as determined in accordance with subsection (g) of this Section 4.06), and the denominator of which is the sum of the number of shares of Class A Subordinate Voting Stock outstanding at the close of business on that record date and the number of additional shares of the Company's Class A Subordinate Voting Stock so offered for subscription or purchase. For purposes of this Section 4.06(c), the issuance of rights or warrants to subscribe for or purchase securities convertible into shares of the Company's Class A Subordinate Voting Stock will be deemed to be the issuance of rights or warrants to purchase shares of the Company's Class A Subordinate Voting Stock into which those securities are convertible at an aggregate offering price equal to the sum of the aggregate offering price of those securities and the minimum aggregate amount, if any, payable upon conversion of those securities into shares of the Company's Class A Subordinate Voting Stock. This adjustment will be made successively whenever any such event occurs. For purposes of this Section 4.06(c), in the event the Company implements a shareholders rights plan (a "Rights Plan"), upon conversion of the Notes into Class A Subordinate Voting Stock, to the extent that the Rights Plan has bee...
Issuance of Rights or Warrants. In case the Borrower shall issue to all holders of Common Stock rights or warrants entitling such holders to subscribe for or purchase Common Stock at a price per share less than the Current Market Price, the Conversion Price in effect immediately prior to the close of business on the record date fixed for determination of stockholders entitled to receive such rights or warrants shall be reduced by multiplying such Conversion Price by a fraction, the numerator of which is the sum of the number of shares of Common Stock outstanding at the close of business on such record date and the number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price and the denominator of which is the sum of the number of shares of outstanding at the close of business on such record date and the number of additional shares of Common Stock so offered for subscription or purchase. For purposes of this subparagraph, the issuance of rights or warrants to purchase the Common Stock into which such securities are convertible at an aggregate offering price equal to the sum of the aggregate offering price of such securities and the minimum aggregate amount (if any) payable upon conversion of such securities into Common Stock. Such adjustment shall be made successively whenever any such event shall occur.
Issuance of Rights or Warrants. In case the Company shall issue to all or substantially all holders of its Common Stock rights or warrants that allow the holders to purchase or subscribe for shares of Common Stock for a period expiring within 60 days from the date of issuance of the rights or warrants at a price per share less than the Current Market Price on the record date fixed for the determination of stockholders entitled to receive such rights or warrants (other than (x) any rights or warrants that by their terms would also be issued to any Holder upon conversion of a Note into shares of Common Stock, if Physical Settlement applied, without any action required by the Company or any other Person or (y) any rights or warrants are distributed to stockholders of the Company upon a merger or consolidation as set forth in Section 6.08 hereof, and taking into consideration in determining the price per share any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Company), then the Conversion Rate shall be increased by dividing the Conversion Rate in effect immediately prior to the opening of business on the ex-dividend date for such issuance by an adjustment factor equal to a fraction:
Issuance of Rights or Warrants. In case the Company issues to all holders of its Common Stock rights or warrants entitling those holders for a period of not more than 60 days to subscribe for or purchase its Common Stock or securities convertible into its Common Stock at a price per share or conversion price per share less than the current market price, the Conversion Price in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive those rights or warrants will be reduced by multiplying the Conversion Price by a fraction, the numerator of which is the sum of the number of shares of the Company's Common Stock outstanding at the close of business on that record date and the number of shares of Common Stock that the aggregate offering price of the total number of shares of the Company's Common Stock so offered for subscription or purchase would purchase at the current market price and the denominator of which is the sum of the number of shares of Common Stock outstanding at the close of business on that record date and the number of additional shares of the Company's Common Stock so offered for subscription or purchase. For purposes of this paragraph (c), the issuance of rights or warrants to subscribe for or purchase securities convertible into shares of the Company's Common Stock will be deemed to be the issuance of rights or warrants to purchase shares of the Company's Common Stock into which those securities are convertible at an aggregate offering price equal to the sum of the aggregate offering price of those securities and the minimum aggregate amount, if any, payable upon conversion of those securities into shares of the Company's Common Stock. This adjustment will be made successively whenever any such event occurs;
