Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. Except as provided in Section 10.11, if after the Issue Date of the Securities, the Company distributes any rights or warrants to all holders of shares of its Common Stock entitling them to purchase, for a period expiring within 60 days, shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(d) applies or applies, (ii) a distribution to which Section 10.8 11.08 applies, or (iii) a distribution to which Section 11.09 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the SecuritiesDebentures, the Company distributes any rights or warrants to all holders of shares of its Common Stock entitling them to purchase, for a period expiring within 60 days, purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 15.7 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 10.6(415.6(4) applies or (ii) a distribution to which Section 10.8 15.8 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 10.7 15.7 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 10.7 15.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 15.7 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 1307 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 10.6(41306(4) applies or (ii) a distribution to which Section 10.8 1308 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 10.7 1307 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 10.7 1307 applies, the fair market value (on the record date for the distribution to which this Section 10.7 1307 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights or warrants to all holders of shares of its Common Stock the Company's Ordinary Shares entitling them to purchase, for a period expiring within 60 days, shares of Common Stock Ordinary Shares at a price per share less than the Average Sale then current Market Price as of the Time of Determination, unless the Determination (except that no adjustment will be made if Holders of the Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate), 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 Ordinary Shares outstanding on the record date for the distribution to which this Section 10.7 12.7 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 shares. M = the Average Sale Market Price, minus, in the case of (i) a distribution to which Section 10.6(412.6(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 12.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 12.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights or warrants to all holders of shares of its Common Stock the Company's Ordinary Shares entitling them to purchase, for a period expiring within 60 days, shares of Common Stock Ordinary Shares at a price per share less than the Average Sale then current Market Price as of the Time of Determination, unless the Determination (except that no adjustment will be made if Holders of the Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate), 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 Ordinary Shares outstanding on the record date for the distribution to which this Section 10.7 12.7 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 shares. M = the Average Sale Market Price, minus, in the case of (i) a distribution to which Section 10.6(412.6(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 12.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 12.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Class A common stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock Class A common stock at a price per share less than the Average Sale Price of the Class A common stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 Class A common stock outstanding on the record date for the distribution to which this Section 10.7 1307 is being applied. N = the number of additional shares of Common Stock Class A 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 10.6(41306(4) applies or (ii) a distribution to which Section 10.8 1308 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 10.7 1307 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 10.7 1307 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1307 applies) of the

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 8.14 and 8.19 of this Supplemental Indenture, if after the Issue Date of the Applicable Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 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 10.7 8.7 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 10.6(48.6(c) of this Supplemental Indenture applies or (ii) a distribution to which Section 10.8 8.8 of this Supplemental Indenture 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 10.7 8.7 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 10.7 8.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 8.7 applies) of theof:

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 11.14 and 11.19, if if, after the Issue Date date of the SecuritiesFirst Supplemental Indenture, the Company Alltel distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Closing Sale Price of the Common Stock as of the Time of Determination, unless the Holders Shares Portion of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriateConversion Rate (and, simultaneously, the Conversion Rate Price) shall be adjusted in accordance with the formula: R' = R x (O + N) ------------------- R’ = (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 10.7 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 10.6(411.06(c) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Shares entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to subscribe for or purchase Common Stock Shares at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the following 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 Shares outstanding on the record date for the distribution to which this Section 10.7 is being applieddistribution. N = the number of additional shares of Common Stock Shares offered pursuant to the distribution. P = the offering subscription or purchase price per share of the such additional sharesCommon Shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.6(410.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 10.07 applies) of theof:

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 10.14 and 10.19, if after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 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 10.7 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 10.6(410.06(c) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 10.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11, if after If the Issue Date of the Securities, the Company Guarantor distributes any rights or warrants to all holders of shares of its Common Stock Shares entitling them to purchase, for a period expiring within 60 days, shares of purchase Common Stock Shares at a price per share Common Share less than the Average Sale Price as of the Time of Determination, unless Determination (except that no adjustment will be made if the Holders of Securities Notes may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors of the Guarantor determines to be fair and appropriateappropriate in light of the basis and notice on which holders of Common Shares participate in the distribution), the Conversion Rate shall be adjusted in accordance with the formula: (O+N) 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 Shares issued and outstanding on the record date for the distribution to which this Section 10.7 12.7 is being applied. N = the number of additional shares of Common Stock Shares offered pursuant to the distribution. P = the offering price per share of the additional sharesCommon Shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.6(412.6(4) applies or (ii) a distribution to which Section 10.8 12.8 or 12.9 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 10.7 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 10.7 12.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 12.7 applies) of the:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights or warrants to all holders of shares of its Common Stock the Company's Ordinary Shares entitling them to purchase, for a period expiring within 60 days, shares of Common Stock Ordinary Shares at a price per share less than the Average Sale then current Market Price as of the Time of Determination, unless the Determination (except that no adjustment will be made if Holders of the Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate), 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 Ordinary Shares outstanding on the record date for the distribution to which this Section 10.7 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 shares. M = the Average Sale Market Price, minus, in the case of (i) a distribution to which Section 10.6(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesNotes, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(47.6(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 7.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.7 applies) of the

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 11.14 and 11.19, if if, after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Closing Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriateConversion Rate (and, simultaneously, the Conversion Rate Price) 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 10.7 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 10.6(411.06(c) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock or securities convertible into Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: R' R1 = R x (O + NO+N) ------------------- (O + (N O+(N x P)/M) where: R' R1 = 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 10.7 1507 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 such additional shares. M = the Average Sale Price, minus, in the case of for any (i) a distribution to which Section 10.6(41506(4) applies or (ii) a distribution to which Section 10.8 1508 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 10.7 1507 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 10.7 1507 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1507 applies) of the

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 11.14 and 11.19, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) ------------------- ------------------------ (O + [(N x 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 10.7 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 10.6(411.06(b) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.119.11, if after the Issue Date of the Securities2007 Notes, the Company distributes any rights or warrants to all holders of shares of its Common Stock entitling them to purchase, for a period expiring within 60 days, shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities Securityholders may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 9.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. 27 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 10.6(49.06(4) applies or (ii) a distribution to which Section 10.8 9.08 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 10.7 9.07 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 10.7 9.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 9.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: (0 + N) ----------- R' = R x (O + N) ------------------- (O 0 + (N x P)/MX P) ------- M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O 0 = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.7 is being applieddistribution. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the such additional shares. M = the Average Sale Price, minusMINUS, in the case of (i) a distribution to which Section 10.6(410.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 10.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays 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 Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the