From The Jolly Contrarian
Jump to navigation
Jump to search
- 11.2(e) “Potential Adjustment Event” means any of:
- (i) a subdivision or reclassification of Shares (not counting a Merger Event) or a free bonus distribution of any such Shares to existing holders;
- (ii) a distribution to existing holders of the relevant Shares of:
- (A) such Shares; or
- (B) securities granting the right to dividends or the proceeds of liquidation of the Issuer proportionately to holders of those Shares; or
- (C) securities of an entity owned by the Issuer as a result of a spin-off; or
- (D) any other securities, rights or assets for consideration of less than their prevailing market price as determined by the Calculation Agent;
- (iii) an Extraordinary Dividend;
- (iv) an Issuer call over partially-paid Shares;
- (v) a repurchase by the Issuer or any of its subsidiaries of relevant Shares;
- (vi) any shareholder’s rights being distributed or separated from the Issuer’s shares under a shareholder rights arrangement that provides for distribution of preferred stock, warrants, debt or rights below their prevailing market value, as determined by the Calculation Agent, provided that any adjustment effected following such an event must be readjusted if those rights are redeemed; or
- (vii) any other event that may dilute or concentrate the relevant Shares.