Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- O + [(N x P)/M] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of: (i) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b) distribution and (ii) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ------------------------ (O + [(N x P)/M)] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of: (i) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b) distribution distribution; and (ii) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if if, after the Issue Datedate of the First Supplemental Indenture, the Company Alltel distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Closing Sale Price of the Common Stock as of the Time of Determination, the Shares Portion of the Conversion Rate (and, simultaneously, the Conversion Price) shall be adjusted in accordance with the formula: R' = R (O + N) --------------- O + [(N x P)/M] where: R' ’ = the adjusted Shares Portion of the Conversion Rate. R = the current Shares Portion of the Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b11.06(c) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of: (i) the Capital Stock of the Company Alltel distributed in respect of each share of Common Stock in such Section 11.06(b11.06(c) distribution distribution; and (ii) the assets of the Company Alltel or debt securities or any rights, warrants or options to purchase securities of the Company Alltel distributed in respect of each share of Common Stock in such Section 11.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of --------------------------- the 2001 Convertible Securities, the Company distributes any rights, warrants or options to all holders of shares of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale current Market Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ----------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 7.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b7.6(iv) applies or (ii) a distribution to which Section 11.08 7.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 7.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 7.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 7.7 applies) ofof the: (i) the 1. Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b7.6(iv) distribution distribution, and (ii) 2. assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.087.8

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such 62 68 distribution, to subscribe for or purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted adjusted, subject to the provisions of the last paragraph of this Section 11.07, in accordance with the formula: R' = formula R x (O + N) --------------- R' = ------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 11.06(b11.06(4) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b11.06(4) distribution and (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to subscribe for or purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted adjusted, subject to the provisions of the last paragraph of this Section 11.07, in accordance with the formula: formula R' = R x (O + N) --------------- (O + [(N x P)/M] P) / M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 11.06(b11.06(4) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b11.06(4) distribution and (ii) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08and <PAGE> 64

Adjustment for Rights Issue. Except as set forth in Sections 11.14 7.14 and 11.197.19, if after the Issue Date, the Company Parent distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Exchange Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ----------------------- O + [(N x P)/M] where: R' = the adjusted Conversion Exchange Rate. R = the current Conversion Exchange Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 7.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b7.06(c) applies or (ii) a distribution to which Section 11.08 7.08(a) applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 7.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 7.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 7.07 applies) of: (i) the Capital Stock of the Company Parent distributed in respect of each share of Common Stock in such Section 11.06(b7.06(c) distribution and (ii) assets of the Company Parent or debt securities or any rights, warrants or options to purchase securities of the Company Parent distributed in respect of each share of Common Stock in such Section 11.087.08(a)

Adjustment for Rights Issue. Except as set forth in Sections 11.14 Section 12.14 and 11.19Section 12.19 hereof, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after of the record date Issue Date for such each distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ------------------------ (O + [(N x P)/M] ]) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 12.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of event that there occurs (i) a distribution to which Section 11.06(b12.6(d) applies or (ii) a distribution to which Section 11.08 12.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 12.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 12.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 12.7 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b12.6(d) distribution andor (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.0812.8 distribution, as the case may be.

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.1911.19 hereof, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after of the record issue date for such distribution, each distribution to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ----------------- (O + [(N x P)/M] ]) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of event that there occurs (i) a distribution to which Section 11.06(b11.06(d) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b11.06(d) distribution andor (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.0811.08 distribution, as the case may be.

Adjustment for Rights Issue. Except as set forth in Sections 11.14 10.15 and 11.1910.20, if if, after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock Ordinary Shares entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock Ordinary Shares at a price per share less than the Closing Sale Price of the Common Stock Ordinary Shares as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- (O + [(N x × P)/M)] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock Ordinary Shares outstanding on the record date for the distribution to which this Section 11.07 10.07 is being applied. N = the number of additional shares of Common Stock Ordinary Shares offered pursuant to the distribution. P = the offering price per share of the additional sharesOrdinary Shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b10.06(b) applies or (ii) a distribution to which Section 11.08 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 10.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.07 applies) of: (i) the Capital Stock of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.06(b10.06(b) distribution distribution; and (ii) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.0810.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.1911.19 hereof, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after of the record date Issue Date for such distribution, each distribution to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ------------------------ (O + [(N x P)/M] ]) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of event that there occurs (i) a distribution to which Section 11.06(b11.06(d) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b11.06(d) distribution andor (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.0811.08 distribution, as the case may be.

Adjustment for Rights Issue. Except as set forth in Sections 11.14 10.14 and 11.1910.19, if after the Issue DateDate of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formulaformula below; provided that if such rights are exercisable only upon the occurrence of a triggering event, then the Conversion Rate will not be adjusted until such triggering event occurs: R' = R (O + N) R' = --------------- O + [(N x P)/M] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b10.06(c) applies or (ii) a distribution to which Section 11.08 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 10.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.07 applies) of: (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b10.06(c) distribution and (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.0810.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If on or after the Issue DateDate of the Notes, the Company Issuer distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) R' = R x --------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b10.04(a)(4) applies or (ii) a distribution to which Section 11.08 10.04(c) applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 10.04(b) applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 10.04(b) applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.04(b) applies) of:of the (i1) the Capital Stock of the Company Issuer distributed in respect of each share of Common Stock in such Section 11.06(b10.04(a)(4) distribution distribution; and (ii2) assets of the Company Issuer or debt securities or any rights, warrants or options to purchase securities of the Company Issuer distributed in respect of each share of Common Stock in such Section 11.0810.04(c)

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to subscribe for or purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted adjusted, subject to the provisions of the last paragraph of this Section 13.07, in accordance with the formula: formula R' = R x (O + N) --------------- ------------------ (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 13.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 11.06(b13.06(4) applies or (ii) a distribution to which Section 11.08 13.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 13.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 13.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 13.07 applies) of:of the (i1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b13.06(4) distribution and (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.0813.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of the Securities, the Company distributes any rights, warrants or options to all holders of its Class A Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Class A Common Stock at a price per share less than the Sale Market Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Class A Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. ----- N = the number of additional shares of Class A Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 11.06(b11.06(4) applies or (ii) a distribution to which Section 11.08 ----- applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:the (i1) the Capital Stock of the Company distributed in respect of each share of Class A Common Stock in such Section 11.06(b11.06(4) distribution and (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Class A Common Stock in such Section 11.0811.08 ----- distribution. The Board of Directors shall determine fair market values for purposes of this Section 11.07. -----

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of the Notes, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- -------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 2.05(b) is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b2.05(a)(iv) applies or (ii) a distribution to which Section 11.08 2.05(c) applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 2.05(b) applies and (y) the Exex-Dividend Time dividend time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 2.05(b) applies, the fair market value (on the record date for the distribution to which this Section 11.07 2.05(b) applies) ofof the: (i1) the Capital Stock capital stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b2.05(a)(iv) distribution distribution, and (ii2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.082.05(c)

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if after the Issue Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R (O + N) --------------- ---------------------- O + [(N x P)/M] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of: (i) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b) distribution and (ii) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08

Adjustment for Rights Issue. Except as set forth in Sections 11.14 and 11.19, if If after the Issue DateDate of --------------------------- the 2001 Convertible Securities, the Company distributes any rights, warrants or options to all holders of shares of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale current Market Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + [(N x P)/M] ) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 7.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(b7.6(iv) applies or (ii) a distribution to which Section 11.08 7.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 7.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 7.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 7.7 applies) ofof the: (i) the 1. Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(b7.6(iv) distribution distribution, and (ii) 2. assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.087.8