Common use of Retroactive Adjustments Clause in Contracts

Retroactive Adjustments. Subject as provided in Condition 6.4.13, if the Conversion Date in relation to the conversion of any Convertible Bond shall be after the record date in respect of any consolidation, re- classification or sub-division as is mentioned in Condition 6.4.2.1, or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Condition 6.4.2.2, 6.4.2.3, 6.4.2.4, 6.4.2.5 or 6.4.2.9, or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in Condition 6.4.2.6 or 6.4.2.7 or of the terms of any such modifica- tion as is mentioned in Condition 6.4.2.8, but before the relevant adjustment to the Conver- sion Price becomes effective under Condition 6.4.2 (such adjustment, a "Retroactive Ad- justment"), then the Issuer shall (conditional upon the relevant adjustment becoming effec- tive , and subject to Condition 6.4.14.2 where the relevant exercise of Conversion Rights is the subject of a Cash Alternative Election) procure that there shall be issued or transferred and delivered to the converting Bondholder, in accordance with the instructions contained in the Conversion Notice, such additional number of Ordinary Shares (if any) (the "Additional Ordinary Shares") as, together with the Ordinary Shares issued or to be transferred and de- livered on conversion of the relevant Convertible Bonds (together with any fraction of an Ordinary Share not so issued or delivered), is equal to the number of Ordinary Shares which would have been required to be issued or delivered on conversion of such Convertible Bond if the relevant adjustment to the Conversion Price had been made and become effective im- mediately prior to the relevant Conversion Date.

Appears in 2 contracts

Samples: Paying and Conversion Agent, www.fsma.be

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Retroactive Adjustments. Subject as provided in Condition 6.4.13, if If the Conversion Delivery Date in relation to the conversion of any Convertible Bond Note shall be after the record date in respect of any consolidation, re- classification reclassification or sub-division as is mentioned in Condition 6.4.2.16(b)(i), or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Condition 6.4.2.26(b)(ii), 6.4.2.3(iii), 6.4.2.4(iv), 6.4.2.5 (v) or 6.4.2.9(ix), or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in Condition 6.4.2.6 or 6.4.2.7 or of Conditions 6(b)(vi) and (vii), in any case in circumstances where the terms of any such modifica- tion as is mentioned in Condition 6.4.2.8, but relevant Conversion Date falls before the relevant adjustment to the Conver- sion Price becomes effective under Condition 6.4.2 6(b) (such adjustment, a "Retroactive Ad- justment"Adjustment”), then the Issuer shall (conditional upon the relevant adjustment becoming effec- tive , and subject to Condition 6.4.14.2 where the relevant exercise of Conversion Rights is the subject of a Cash Alternative Electioneffective) procure that there shall be issued or transferred and delivered to the converting BondholderNoteholder, in accordance with the instructions contained in the Conversion Notice, such additional number of Ordinary Common Shares (if any) (the "Additional Ordinary Common Shares") as, together with the Ordinary Common Shares issued or to be transferred and de- livered issued or delivered on conversion of the relevant Convertible Bonds Note (together with any fraction of an Ordinary a Common Share not so issued or deliveredissued), is equal to the number of Ordinary Common Shares which would have been required to be issued or delivered on conversion of such Convertible Bond Note if the relevant adjustment (more particularly referred to in the said provisions of Condition 6(b)) to the Conversion Price had in fact been made and become effective im- mediately immediately prior to the relevant Conversion Date.

Appears in 1 contract

Samples: Acergy S.A.

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Retroactive Adjustments. Subject as provided in Condition 6.4.13, if (i) If the Conversion Date in relation to the conversion of any Convertible Bond shall be after the record date in respect of any consolidation, re- classification reclassification or sub-division subdivision as is mentioned in Condition 6.4.2.16(b)(i), or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Condition 6.4.2.26(b)(ii), 6.4.2.3(iii), 6.4.2.4(iv), 6.4.2.5 (v) or 6.4.2.9(ix), or after the date of the first public announcement of the terms of any such issue or grant as is mentioned in Condition 6.4.2.6 or 6.4.2.7 6(b)(vi) and (vii) or of the terms of any such modifica- tion modification as is mentioned in Condition 6.4.2.86(b)(viii), but before the relevant adjustment to the Conver- sion Conversion Price becomes effective under Condition 6.4.2 6(b) (such adjustment, a "Retroactive Ad- justment"Adjustment”), then the Issuer shall (conditional upon the relevant adjustment becoming effec- tive , and subject to Condition 6.4.14.2 where the relevant exercise of Conversion Rights is the subject of a Cash Alternative Electioneffective) procure that there shall be issued to, or transferred and delivered to the order of, the converting Bondholder, in accordance with the instructions contained in the Conversion Notice, such additional number of Ordinary Shares (if any) (the "Additional Ordinary Shares") as, together with the Ordinary Shares issued or to be transferred and de- livered on conversion of the relevant Convertible Bonds Bond (together with any fraction of an Ordinary Share not so issued or deliveredissued), is equal to the number of Ordinary Shares which would have been required to be issued or delivered on conversion of such Convertible Bond as if the relevant adjustment to the Conversion Price had been made and become effective im- mediately immediately prior to the relevant Conversion Date, all as determined by the Calculation Agent or an Independent Financial Adviser.

Appears in 1 contract

Samples: www.gruppotim.it

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