Common use of Issuance of Rights or Warrants Clause in Contracts

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 been implemented and is still in effect upon such conversion, the Holders of Notes will receive, in addition to the Class A Subordinate Voting Stock, the rights described therein (whether or not the rights have separated from the Class A Subordinate Voting Stock at the time of conversion), upon the terms of and subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants for purposes of this Section 4.06(c);

Appears in 2 contracts

Samples: Indenture (Magna Entertainment Corp), Indenture (Magna Entertainment Corp)

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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 4.0612.07), 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 4.0612.07), 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(c12.07(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(c12.07(c), in the event the Company implements a shareholders rights plan (a "Rights Plan"), upon conversion of the Notes Convertible Securities into Class A Subordinate Voting Stock, to the extent that the Rights Plan has been implemented and is still in effect upon such conversion, the Holders of Notes Convertible Securities will receive, in addition to the Class A Subordinate Voting Stock, the rights described therein (whether or not the rights have separated from the Class A Subordinate Voting Stock at the time of conversion), upon the terms of and subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants for purposes of this Section 4.06(c12.07(c);

Appears in 1 contract

Samples: Magna Entertainment Corp

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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 4.0613.07), 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 4.0613.07), 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(c13.07(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(c13.07(c), in the event the Company implements a shareholders rights plan (a "Rights Plan"), upon conversion of the Notes Convertible Securities into Class A Subordinate Voting Stock, to the extent that the Rights Plan has been implemented and is still in effect upon such conversion, the Holders of Notes Convertible Securities will receive, in addition to the Class A Subordinate Voting Stock, the rights described therein (whether or not the rights have separated from the Class A Subordinate Voting Stock at the time of conversion), upon the terms of and subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants for purposes of this Section 4.06(c13.07(c);

Appears in 1 contract

Samples: Magna Entertainment Corp

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