Common use of Adjustment for Company Tender Offer Clause in Contracts

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Common Stock in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Common Stock to the extent that the offer involves aggregate consideration that, together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer (other than an odd-lot offer) by the Company or any of its subsidiaries for shares of Common Stock consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (B) all-cash distributions to all or substantially all holders of Common Stock made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 10% of the aggregate market capitalization of the Company on the expiration date of the tender offer, the share components will be adjusted by multiplying them by a fraction, (A) the numerator of which is the sum of (1) the fair market value, as determined by the Board of Directors, of the aggregate consideration payable based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (2) the product of (x) the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and (y) the closing price of Common Stock on the Trading Day next succeeding the Expiration Time, and (B) the denominator of which will be the product of (1) the number of shares of Common Stock outstanding, including any Purchased Shares, at the Expiration Time and (2) the Closing Price of Common Stock on the Trading Day next succeeding the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Common Stock in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Common Stock to the extent that the offer involves aggregate consideration that, together with (Ai) any cash and the fair market value of any other consideration payable in respect of any tender offer (other than an odd-lot offer) by the Company or any of its subsidiaries for shares of Common Stock consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (Bii) all-cash distributions to all or substantially all holders of Common Stock made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 10% of the aggregate market capitalization of the Company Common Stock on the expiration date of the tender offer, the share components will be adjusted by multiplying them by a fraction, (A) , • the numerator of which is the sum of (1a) the fair market value, as determined by the Board of Directors, of the aggregate consideration payable based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "“Expiration Time"”) (the shares deemed so accepted, up to any such maximum, being referred to as the "“Purchased Shares"”) and (2b) the product of (xi) the number of shares of Common Stock outstanding (less any Purchased Shares) at the Expiration Time and (yii) the closing price of Common Stock on the Trading Day next succeeding the Expiration Time, and (B) and • the denominator of which will be the product of (1a) the number of shares of Common Stock outstanding, including any Purchased Shares, at the Expiration Time and (2b) the Closing Price closing price of Common Stock on the Trading Day next succeeding the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, the Company or any subsidiary of the Company pays holders of the Common Stock Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Common Stock Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (Ai) any cash and the fair market value of any other consideration payable in respect of any tender offer (other than an odd-lot offer) by the Company or any of its subsidiaries for shares of Common Stock Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (Bii) all-cash distributions to all or substantially all holders of Common Stock Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 1012.5% of the aggregate market capitalization of the Company Ordinary Shares on the expiration date of the tender offer, the share components will Fixed Settlement Rates shall be adjusted increased so that the same shall equal the price determined by multiplying them the applicable Fixed Settlement Rates in effect immediately prior to the effectiveness of the Fixed Settlement Rate increase contemplated by this Section 5.6(a)(5) by a fraction, (A) the numerator fraction of which is the sum denominator shall be the number of Ordinary Shares outstanding (1) the fair market value, as determined by the Board of Directors, of the aggregate consideration payable based upon the acceptance (up to including any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (2y) the product of (x) the number of shares of Common Stock outstanding Ordinary Shares (less any Purchased Shares) at the Expiration Time and (y) the closing price of Common Stock current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, and (B) such increase to become effective immediately prior to the denominator opening of which will be the product of (1) the number of shares of Common Stock outstanding, including any Purchased Shares, at the Expiration Time and (2) the Closing Price of Common Stock business on the Trading Day next succeeding day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date Issue Date of this Agreementthe Securities, the Company or any subsidiary Subsidiary of the Company pays holders of the Common Stock Ordinary Shares in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries Subsidiaries for Common Stock Ordinary Shares to the extent that the offer involves aggregate consideration that, together with (Ai) any cash and the fair market value of any other consideration payable in respect of any tender offer (other than an odd-lot offer) by the Company or any of its subsidiaries Subsidiaries for shares of Common Stock Ordinary Shares consummated within the preceding 12 months not triggering a Settlement Conversion Rate adjustment and (Bii) all-cash distributions to all or substantially all holders of Common Stock Ordinary Shares made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends)not triggering a Conversion Rate adjustment in each case, exceeds an amount equal to 1012.5% of the aggregate market capitalization of the Company Ordinary Shares on the expiration date of the tender offer, the share components will Conversion Rate shall be adjusted increased so that the same shall equal the price determined by multiplying them the Conversion Rate in effect immediately prior to the effectiveness of the Conversion Rate increase contemplated by this Section 12.9 by a fraction, (A) the numerator fraction of which is the sum denominator shall be the number of Ordinary Shares outstanding (1) the fair market value, as determined by the Board of Directors, of the aggregate consideration payable based upon the acceptance (up to including any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of shares) at the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the "Expiration Time") multiplied by the current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time and the numerator shall be the sum of (x) the fair market value (determined as aforesaid) of the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (2y) the product of (x) the number of shares of Common Stock outstanding Ordinary Shares (less any Purchased Shares) at the Expiration Time and (y) the closing price of Common Stock current market value per Ordinary Share on the Trading Day on the NYSE next succeeding the Expiration Time, and (B) such increase to become effective immediately prior to the denominator opening of which will be the product of (1) the number of shares of Common Stock outstanding, including any Purchased Shares, at the Expiration Time and (2) the Closing Price of Common Stock business on the Trading Day next succeeding day following the Expiration Time.

Adjustment for Company Tender Offer. If, after the date of this Agreement, (A) the Company or any subsidiary of the Company pays cash or other consideration to holders of the Common Stock in respect of a tender or exchange offer, other than an odd-lot offer, by the Company or any of its subsidiaries for Common Stock to the extent that the offer involves aggregate consideration that, together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer (other than an odd-lot offer) by the Company or any of its subsidiaries for shares of Common Stock consummated within the preceding 12 months not triggering a Settlement Rate adjustment Stock; and (B) all-cash distributions to all or substantially all holders of Common Stock made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds an amount equal to 10% sum of the aggregate market capitalization amount of such cash paid and the Company on the expiration date of the tender offer, the share components will be adjusted by multiplying them by a fraction, (A) the numerator of which is the sum of (1) the aggregate fair market value, value (as determined in good faith by the Board of Directors), as of the Tender Offer Expiration Time (as defined below), of such other consideration paid (such sum, the aggregate consideration payable based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer“Aggregate Amount”) of all shares expressed as an amount per share of Common Stock validly tendered or exchanged exchanged, and not withdrawn withdrawn, pursuant to such tender or exchange offer as of the Tender Offer Expiration Time (such tendered or exchanged shares of Common Stock, the “Purchased Shares”) exceeds the VWAP per share of Common Stock on the first Trading Day after the last time date (such last date, the “Tender Offer Expiration Date”) on which tenders or exchanges may be could have been made pursuant to such tender or exchange offer (the "Expiration Time") (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares"same may be amended through the Tender Offer Expiration Date), then each Fixed Settlement Rate will be adjusted by multiplying each Fixed Settlement Rate in effect immediately prior to such adjustment by a fraction: (1) the numerator of which is equal to the sum of (I) the Aggregate Amount and (2II) the product of (xa) the average of the VWAPs per share of Common Stock on each Trading Day in the ten (10) consecutive Trading Day period (the “Offer Valuation Period”) commencing on, and including, the Trading Day immediately after Tender Offer Expiration Date and (b) an amount equal to (i) the number of shares of Common Stock outstanding as of the last time (less any the “Tender Offer Expiration Time”) at which tenders or exchanges could have been made pursuant to such tender or exchange offer (including all Purchased Shares) at the Expiration Time and less (yii) the closing price of Common Stock on the Trading Day next succeeding the Expiration Time, Purchased Shares; and (B2) the denominator of which will be is equal to the product of (1I) the number of shares of Common Stock outstanding, outstanding as of the Tender Offer Expiration Time (including any all Purchased Shares, at the Expiration Time ) and (2II) such average VWAP per share of Common Stock. Such adjustment shall become effective immediately after the Closing Price close of business on the last Trading Day of the applicable Offer Valuation Period; provided, however, that if any Stock Purchase Date occurs during the Offer Valuation Period, then references to the ten (10) Trading Days in clause (1) above shall be deemed, for purposes of determining the Settlement Rate applicable to the Stock Purchase Contracts relating to such Stock Purchase Date, replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day immediately after the Tender Offer Expiration Date to, and including, and such Stock Purchase Date. Notwithstanding anything to the contrary above, if the Company or any of its Subsidiaries is obligated to purchase shares of Common Stock on pursuant to any such tender or exchange offer, but the Trading Day next succeeding Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then each Fixed Settlement Rate shall again be adjusted to be the Expiration TimeFixed Settlement Rate which would then be in effect if such tender or exchange offer had not been made.