Common use of Adjustment Due to Major Announcement Clause in Contracts

Adjustment Due to Major Announcement. In the event the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer to purchase 50% or more of the Corporation's Common Stock (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Abandonment Date (as defined below), be equal to the lesser of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Conversion Date. From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer for which a public announcement as contemplated by this Paragraph A has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer which caused this Paragraph A to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time after the Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the sixth (6th) trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Exercise Price which would have been applicable for an Optional Conversion exercise occurring on the Announcement Date and (y) the Conversion Exercise Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article I.D. on the Conversion DateExercise Date set forth in the applicable Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date, the Conversion Exercise Price shall be determined as set forth in Article I.E. I.D. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time after the Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the sixth (6th) trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Exercise Price which would have been applicable for an Optional Conversion exercise occurring on the Announcement Date and (y) the Conversion Exercise Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article I.D on the Conversion DateExercise Date set forth in the applicable Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date, the Conversion Exercise Price shall be determined as set forth in Article I.E. I.D "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event If the Corporation (i) makes a ------------------------------------ public announcement that it intends to consolidate or merge with any other entity enter into a Change of Control Transaction (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchangedas defined below) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (such announcement being referred to herein as a "Major Announcement" and the date of the announcement referred to in clause (i) or (ii) of this Paragraph A on which a Major ------------------ Announcement is hereinafter referred to as made, the "ANNOUNCEMENT DATEAnnouncement Date"), then then, in the event that a Holder ----------------- seeks to convert Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the fifth (5th) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lesser lowest of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring in effect on the Announcement Date, (y) the Market Price on the Announcement Date and (yz) the Conversion Price which that would have been applicable for an Optional Conversion occurring otherwise be in effect on the Conversion DateDate for such Preferred Shares. From and after the "Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender ---------------- offer, exchange offer or other transaction for which a public announcement as contemplated by this Paragraph A paragraph 6(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A paragraph 6(e) to become operative.

Adjustment Due to Major Announcement. In the event the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchangedunchanged and there is no distribution thereof) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer to purchase 50% or more of any class of the Corporation's Common Stock capital stock (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A B is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Price shall, effective upon the Announcement Date and continuing through the consummation of the proposed tender offer, exchange offer or transaction or the Abandonment Date (as defined below), be equal to the lesser of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article III.D on the Conversion DateDate set forth in the Notice of Conversion for the Optional Conversion. From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. IV. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer for which a public announcement as contemplated by this Paragraph A B has been made, the date which is seven trading days after the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer which caused this Paragraph A B to become operative.

Adjustment Due to Major Announcement. In If, prior to the event Conversion of the entire principal amount of this Debenture, or payment in full of all amounts payable by the Corporation hereunder, the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than enter into a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all Change of the assets of the Corporation Control Transaction or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (each such announcement being referred to herein as a "Major Announcement" and the date of the announcement referred to in clause (i) or (ii) of this Paragraph A on which a Major Announcement is hereinafter referred to as made, the "ANNOUNCEMENT DATEAnnouncement Date"), then then, in the event that the Holder seeks to convert this Debenture on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the third (3rd) Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lesser lowest of (x) the Conversion Market Price which would have been applicable for an Optional Conversion occurring the Common Stock on the Trading Day immediately preceding (but not including) the Announcement Date, (y) the average Closing Bid Price for the Common Stock on the three (3) Trading Days immediately following (but not including) the Announcement Date and (yz) the Conversion Price which would have been applicable for an Optional Conversion occurring in effect on the applicable Conversion Date. From and after the "Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this Paragraph A paragraph 4(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A paragraph 4(e) to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time after the First Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATEAnnouncement Date"), then the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the sixth (6th) trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Exercise Price which would have been applicable for an Optional Conversion exercise occurring on the Announcement Date and (y) the Conversion Exercise Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article I.E. on the Conversion DateExercise Date set forth in the applicable Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date, the Conversion Exercise Price shall be determined as set forth in Article I.E. "ABANDONMENT DATEAbandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time after the Second Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Corporation and other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATEAnnouncement Date"), then the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the sixth (6th) trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Exercise Price which would have been applicable for an Optional Conversion exercise occurring on the Announcement Date and (y) the Conversion Exercise Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article I.E. on the Conversion DateExercise Date set forth in the applicable Notice of Exercise. From and after the sixth (6th) trading day following the Abandonment Date, the Conversion Exercise Price shall be determined as set forth in Article I.E. "ABANDONMENT DATEAbandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at ------------------------------------ any time after the First Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or otherwise (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATEAnnouncement Date"), then the Conversion Price shall, effective upon the Announcement Date and continuing through the tenth trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article II.E on the Conversion DateDate set forth in the Notice of Conversion for the Optional Conversion. From and after the tenth trading day following the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. II.E. "ABANDONMENT DATEAbandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event If the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other entity enter into a Change of Control Transaction (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchangedas defined below) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation, but excluding a Holder or any affiliate of a Holder) publicly announces a bona fide tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (such announcement being referred to herein as a "Major Announcement" and the date of the announcement referred to in clause (i) or (ii) of this Paragraph A on which a Major Announcement is hereinafter referred to as made, the "ANNOUNCEMENT DATEAnnouncement Date"), then then, in the event that a Holder seeks to convert Series C Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion average Closing Sale Price which would have been applicable for an Optional Conversion occurring the Common Stock on the five Trading Days immediately preceding (but not including) the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring in effect on the Conversion DateDate for such Series C Preferred Shares (regardless of whether the Announcement Date occurs during the Fixed Conversion Price Period). From and after the "Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this Paragraph A (e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A (e) to become operative. In the event of a Major Announcement, the restrictions contained in paragraph 4(c) shall not apply during the period from the Announcement Date until the Abandonment Date.

Adjustment Due to Major Announcement. In the event If the Corporation (i) makes a public announcement that it intends to consolidate or merge with any other entity enter into a Change of Control Transaction (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchangedas defined below) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or other transaction to purchase 50% or more of the Corporation's Common Stock (such announcement being referred to herein as a "Major Announcement" and the date of the announcement referred to in clause (i) or (ii) of this Paragraph A on which a Major Announcement is hereinafter referred to as made, the "ANNOUNCEMENT DATEAnnouncement Date"), then then, in the event that a Holder seeks to convert Preferred Shares on or following the Announcement Date, the Conversion Price shall, effective upon the Announcement Date and continuing through the Business Day following the earlier to occur of the consummation of the proposed transaction or tender offer, exchange offer or other transaction and the Abandonment Date (as defined below), be equal to the lesser lower of (x) the average Conversion Price which would have been applicable for an Optional Conversion occurring the Common Stock on the five (5) Trading Days immediately preceding (but not including) the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring in effect on the Conversion DateDate for such Preferred Shares. From and after the "Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this Paragraph A paragraph 5(e) has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A paragraph 3(e) to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time after the Issue Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock or otherwise publicly announces an intention to replace a majority of the Corporation's Board of Directors by waging a proxy battle or through any other method (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATEAnnouncement Date"), then the Conversion Price shall, effective upon the Announcement Date and continuing through the tenth trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article II.D on the Conversion DateDate set forth in the Notice of Conversion for the Optional Conversion. From and after the tenth trading day following the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. II.D. "ABANDONMENT DATEAbandonment Date" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event the Corporation Company at any time after the First Issuance Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation Company is the surviving or continuing entity and its share capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation Company or (ii) any person, group or entity (including the CorporationCompany) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the CorporationCompany's Common Stock Ordinary Shares (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A C is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Price shall, effective upon the Announcement Date and continuing through the seventh trading day following the earlier of the consummation of the proposed transaction or tender offer, exchange offer or another transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Price which would have been applicable for an Optional Conversion occurring on the Announcement Date and (y) the Conversion Price which would have been applicable for an Optional Conversion occurring determined in accordance with Section III.C on the Conversion DateDate set forth in the Notice of Conversion for the Optional Conversion. From and after the Abandonment Date, the Conversion Price shall be determined as set forth in Article I.E. IV. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or another transaction for which a public announcement as contemplated by this Paragraph A C has been made, the date upon which the Corporation Company (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or another transaction which caused this Paragraph A C to become operative.

Adjustment Due to Major Announcement. In the event the Corporation at any time on or after the Closing Date (i) makes a public announcement that it intends to consolidate or merge with any other entity (other than a merger in which the Corporation is the surviving or continuing entity and its capital stock is unchanged) or to sell or transfer all or substantially all of the assets of the Corporation or (ii) any person, group or entity (including the Corporation) publicly announces a tender offer, exchange offer or another transaction to purchase 50% or more of the Corporation's Common Stock (the date of the announcement referred to in clause (i) or (ii) of this Paragraph A B is hereinafter referred to as the "ANNOUNCEMENT DATE"), then the Conversion Exercise Price shall, effective upon the Announcement Date and continuing through the earlier of the consummation of the proposed transaction or tender offer, exchange offer or other transaction or the Abandonment Date (as defined below), be equal to the lesser lower of (x) the Conversion Exercise Price which would have been applicable for an Optional Conversion exercise occurring on the Announcement Date and (y) the Conversion Exercise Price which would have been applicable for an Optional Conversion occurring determined in accordance with Article I.E on the Conversion DateExercise Date set forth in the applicable Notice of Exercise. From and after the consummation of the proposed transaction or tender offer, exchange offer or other transaction or the Abandonment Date, the Conversion Exercise Price shall be determined as set forth in Article I.E. "ABANDONMENT DATE" means with respect to any proposed transaction or tender offer, exchange offer or other transaction for which a public announcement as contemplated by this Paragraph A B has been made, the date upon which the Corporation (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) publicly announces the termination or abandonment of the proposed transaction or tender offer, exchange offer or other transaction which caused this Paragraph A B to become operative.