Common use of Adjustment for Consolidation, Merger or Other Adjustment Event Clause in Contracts

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty shall deliver to the Trust, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty shall not deliver such Reported Security but instead shall deliver an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Class A Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Class A Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Class A Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment EventADJUSTMENT EVENT"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value;; PROVIDED, HOWEVER, that if the consideration received by all holders of Class A Common Stock in such Adjustment Event does not and may not at the option of such holders (i) CounterpartySeller's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty Seller will be required to deliver to the Trust Purchaser cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) Price of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported SecuritiesContract Shares, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported SecuritiesContract Shares. Following the occurrence occurence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Class A Common Stock are outstanding at the Exchange Date, the Exchange Price of the Class A Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Class A Common Stock in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (any such entity, a "Company Successor") with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty shall deliver to the Trust, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty shall not deliver such Reported Security but instead shall deliver an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (ai) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any (i) dividends or distributions referred to in Section 6.1(a)(i), (ii) any shares of other equity securities common stock of the Company issued pursuant to in a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash (iii) Permitted Dividends) ), or any issuance by the Company to all holders of Common Stock of rights or and warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b6(b)), (bii) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the Company (a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporationentity), (ciii) any sale, transfer, lease or conveyance to another corporation entity of the property of the Company or any Company Successor as an entirety or substantially as an entirety, (div) any statutory exchange of securities of the Company or any Company Successor with another corporation entity (other than in connection with a merger or acquisition) or (ev) any liquidation, dissolution or winding up of the Company or any Company Successor (any such event described in clause (ai), (bii), (ciii), (div) or (ev), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty Purchaser shall deliver to the Trustreceive, in lieu of of, or (in the case of an Adjustment Event described in clause (a) aboveSection 6.2(i)) in addition to, the Contract Shares, cash in an amount equal to: to the product of (Ax) the Firm Share Base Amount plus the Additional Share Base Amount (if any) and (i) if the Exchange Reference Market Price is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ [______] multiplied by the Transaction Value, (yii) if the Transaction Value Reference Market Price is less than or equal to the Threshold Appreciation Price but is equal to or greater than Initial the Floor Price, the Initial Price, product of (A) the Floor Price divided by the Reference Market Price multiplied by (B) the Transaction Value and (ziii) if the Transaction Value Reference Market Price is less than or equal to the Initial Floor Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Reference Market Price, as such term is used throughout the definition of Exchange Rateherein, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Reference Market Price of the Common Stock, as adjusted pursuant to Section 6.1(c6.1(d), otherwise zero, ; plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to if any Reported Marketable Securities (as defined below) are received by holders of Common Stock in an such Adjustment Event, Counterparty shallSeller may, at its option, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as an equivalent amount (based on the value determined in accordance with clause (iiz) of the definition following paragraph) of Marketable Securities, but not exceeding, as a percentage of the total consideration required to be delivered, the percentage of the total Transaction ValueValue attributable to such Marketable Securities; provided, equal to all however, that (i) if such option is exercised, the Seller shall deliver Marketable Securities in respect of all, but not less than all, cash amounts that would otherwise be deliverable in respect of Reported Marketable Securities received in such an Adjustment Event, except (ii) the Seller may not exercise such option if the Seller has elected to deliver cash in lieu of the extent Counterparty has made an election to exercise Common Stock, if any, deliverable upon the Cash Delivery Option Exchange Date or if such Reported Marketable Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Seller must exercise such option if the Seller does not elect to deliver cash in lieu of Common Stock, if any, deliverable upon the Exchange Date. If the Seller elects to deliver Marketable Securities, each holder of a TrENDS will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Marketable Securities. If, following any Adjustment Event, any Reported Marketable Security ceases to qualify as a Reported Marketable Security, then (x) Counterparty shall not the Seller may no longer elect to deliver such Reported Marketable Security but instead shall deliver in lieu of an equivalent amount of cash and (y) notwithstanding clause (iiz) of the definition of Transaction Value, the Transaction Value of such Reported Marketable Security shall mean the fair market value of such Reported Marketable Security on the date such security ceases to qualify as a Reported Marketable Security, as determined by a nationally recognized investment banking firm retained for this purpose by the AdministratorSeller.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange ---------------- Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) CounterpartySeller's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty Seller will be required to deliver to the Trust Purchaser cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty unless Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the company (any such entity, a "Company Successor") with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty shall deliver to the Trust, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Firm Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty shall not deliver such Reported Security but instead shall deliver an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if to the Exchange Price is greater than product of the Threshold Appreciation Price, 0.[ ] multiplied by number of Contract Shares and the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty unless Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in in Section 6.1(a)(iv6.1 (a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment EventADJUSTMENT EVENT"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) CounterpartySeller's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty Seller will be required to deliver to the Trust Purchaser cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial PricePrice of the Contract Shares, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction ValueValue of the Contract Shares. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, Securities and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) CounterpartySeller's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty Seller will be required to deliver to the Trust Purchaser cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by MULTIPLIED BY (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied of the Contract Shares MULTIPLIED by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by MULTIPLIED BY the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock Subordinate Voting Shares of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock Subordinate Voting Shares of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation consolidation, merger, amalgamation or merger plan of arrangement of the Company with or into another entity (other than a merger merger, consolidation, amalgamation or consolidation plan of arrangement in which the Company is the continuing corporation or is not one of the amalgamating corporations and in which the Common Stock Subordinate Voting Shares outstanding immediately prior to the merger merger, consolidation, amalgamation or consolidation is plan of arrangement are not exchanged for cash, securities or other property of the Company Company, another corporation or another corporationthe corporation continuing from such amalgamation or plan of arrangement), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Sale Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if to the Exchange Price is greater than product of the Threshold Appreciation Price, 0.[ ] multiplied by number of Contract Shares and the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock Subordinate Voting Shares are outstanding at the Exchange Sale Date, the Exchange Price of the Common StockSubordinate Voting Shares, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) ), received by holders of Common Stock Subordinate Voting Shares in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty unless Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company, or any surviving entity or subsequent surviving entity of the company (any such entity, a "Company Successor"), with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company or any Company Successor with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty shall deliver to the Trust, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if the Exchange Price is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] 0.8197 multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty shall not deliver such Reported Security but instead shall deliver an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.

Adjustment for Consolidation, Merger or Other Adjustment Event. In the event of (a) any dividend or distribution by the Company to all holders of Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in Section 6.1(a)(i), any other equity securities shares of common stock issued pursuant to a reclassification referred to in Section 6.1(a)(iv) and any Ordinary Cash Dividends) or any issuance by the Company to all holders of Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in Section 6.1(b)), (b) any consolidation or merger of the Company with or into another entity (other than a merger or consolidation in which the Company is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Company or another corporation), (c) any sale, transfer, lease or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, (d) any statutory exchange of securities of the Company with another corporation (other than in connection with a merger or acquisition) or (e) any liquidation, dissolution or winding up of the Company (any such event described in clause (a), (b), (c), (d) or (e), an "Adjustment Event"), the Exchange Rate shall be adjusted so that on the Exchange Date Counterparty Seller shall deliver to the TrustPurchaser, in lieu of or (in the case of an Adjustment Event described in clause (a) above) in addition to, the Contract Shares, cash in an amount equal to: (A) if to the Exchange Price is greater than product of the Threshold Appreciation Price, 0.[ ] multiplied by number of Contract Shares and the Transaction Value (as defined below); (B) if the Exchange Price is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the product of (x) the Initial Price divided by the Exchange Price multiplied by (y) the Transaction Value; and (C) if the Exchange Price is less than or equal to the Initial Price, the Transaction Value; (i) Counterparty's delivery obligations hereunder will be accelerated and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by the Transaction Value, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than Initial Price, the Initial Price, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value. If the consideration received by holders of Common Stock in an Adjustment Event includes Reported Securities, and, to any extent, consideration other than Reported Securities, and in the case of an Adjustment Event described in (b), (c) or (d) of the definition of that term , the Transaction Value of the consideration other than Reported Securities comprises 25% or more of the aggregate Transaction Value for such Adjustment Event, then (a) Counterparty's delivery obligations hereunder will be accelerated to the extent that the value of the consideration received in such Adjustment Event does not derive from Reported Securities and promptly upon consummation of the Adjustment Event Counterparty will be required to deliver to the Trust cash in an amount equal to (x) if the Transaction Value is greater than the Threshold Appreciation Price, 0.[ ] multiplied by (i) the Transaction Value and (ii) the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, (y) if the Transaction Value is less than or equal to the Threshold Appreciation Price but greater than the Initial Price, the Initial Price multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities, and (z) if the Transaction Value is less than or equal to the Initial Price, the Transaction Value multiplied by the percentage of the value of the consideration received in connection with the Adjustment Event that does not derive from Reported Securities. Following the occurrence of an Adjustment Event, the Exchange Price, as such term is used throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Common Stock are outstanding at the Exchange Date, the Exchange Price of the Common Stock, as adjusted pursuant to Section 6.1(c), otherwise zero, plus (B) the Transaction Value. Notwithstanding the foregoing, with respect to any Reported Securities (as defined below) received by holders of Common Stock in an Adjustment Event, Counterparty Seller shall, in lieu of delivering cash in respect of such Reported Securities as described above, deliver a number of such Reported Securities with a value, as determined in accordance with clause (ii) of the definition of Transaction Value, equal to all cash amounts that would otherwise be deliverable in respect of Reported Securities received in such Adjustment Event, except to the extent Counterparty unless Seller has made an election to exercise the Cash Delivery Option or such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) Counterparty Seller shall not deliver such Reported Security but instead shall deliver of an equivalent amount of cash and (y) notwithstanding clause (ii) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Administrator.