Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. If after the Issue Date 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 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 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(d) applies, (ii) a distribution to which Section 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 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d) distribution; (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.09

Adjustment for Rights Issue. If after the Issue Date of the SecuritiesDebentures, the Company distributes any rights, rights or 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, them 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, 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 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 11.06(d15.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 15.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 15.7 applies) of: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d15.6(4) distribution;; and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0915.8

Adjustment for Rights Issue. If after the Issue Date of the Securities, the Company distributes any rights, rights or warrants or options to all holders of its Common Stock the Company's Ordinary Shares entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, to purchase shares of Common Stock Ordinary Shares at a price per share less than the Sale then current Market Price of the Common Stock as of the Time of DeterminationDetermination (except that no adjustment will be made if Holders of the Securities may participate in the distribution 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 11.07 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 11.06(d12.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 (1) the Capital Stock of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.06(d12.6(4) distribution;distribution and (2) the assets of the Company or debt Company's debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0912.8

Adjustment for Rights Issue. If If, after the Issue Date of the SecuritiesDate, the Company distributes any rights, warrants or options to all holders of its Common Stock Shares 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 Shares 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 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 11.07 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 11.06(d10.06(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock Share in such Section 11.06(d10.06(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.09Company

Adjustment for Rights Issue. If Except as provided in Section 10.11, if after the Issue Date of the Securities, the Company distributes any rights, rights or warrants or options to all holders of shares of its Common Stock entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, 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 11.07 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 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d10.6(4) distribution;, and (2) the assets of the Company or debt Company's debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If after the Issue Date --------------------------- of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock Shares entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock Shares at a price per share less than the Average 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 Shares outstanding on the record date for the distribution to which this Section 11.07 10.7 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 shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock Share in such Section 11.06(d10.6(4) distribution;distribution and (2) 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 Share in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If after the Issue Date of the 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 Average 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 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 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d10.6(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If Except as set forth in Sections 8.14 and 8.19 of this Supplemental Indenture, if after the Issue Date of the Applicable 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 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 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 11.06(d8.6(c) applies, of this Supplemental Indenture applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 8.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 8.7 applies) of: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d8.6(c) distribution;distribution and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.098.8

Adjustment for Rights Issue. If after the Issue Date 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 Average 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 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 11.06(d1306(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 1307 applies, the fair market value (on the record date for the distribution to which this Section 11.07 1307 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d1306(4) distribution;distribution and (2) 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 1308 distribution; and (3) . The Board of Directors shall reasonably determine fair market values for the cash distributed purposes of this Section 1307, except as Section 1308 otherwise provides in respect the case of each share of Common Stock in such Section 11.09a spin-off.

Adjustment for Rights Issue. If Except as provided in Section 10.11, if after the Issue Date of the Securities, the Company distributes any rights, rights or warrants or options to all holders of shares of its Common Stock entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, 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 11.07 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 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d10.6(4) distribution;distribution and (2) the assets of the Company or debt Company's debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If after the Issue Date of the 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 Average 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 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 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d10.6(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If If, after the Issue Date of the SecuritiesDate, 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 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 (i) a distribution to which Section 11.06(d11.06(4) applies, applies or (ii) a distribution to which Section 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 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d11.06(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0911.08

Adjustment for Rights Issue. If Except as set forth in Sections 11.14 and 11.19, if, after the Issue Date of the SecuritiesDate, 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 Closing Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate (and, simultaneously, the Conversion 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 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(d11.06(c) applies, applies or (ii) a distribution to which Section 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 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: (1i) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d11.06(c) distribution;; and (2ii) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0911.08

Adjustment for Rights Issue. If after the Issue Date of the Securities, the Company distributes any rights, rights or warrants or options to all holders of its Common Stock the Company's Ordinary Shares entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, to purchase shares of Common Stock Ordinary Shares at a price per share less than the Sale then current Market Price of the Common Stock as of the Time of DeterminationDetermination (except that no adjustment will be made if Holders of the Securities may participate in the distribution 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 11.07 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 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.06(d10.6(4) distribution;distribution and (2) the assets of the Company Company's or debt debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each Ordinary share of Common Stock in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If Except as set forth in Sections 314 and 319, if after the Issue Date of the SecuritiesDate, 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 11.07 307 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(d306(b) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 308 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 11.07 307 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 11.07 307 applies, the fair market value (on the record date for the distribution to which this Section 11.07 307 applies) of: (1) : the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d306(b) distribution; (2) ; and 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 11.08 308 distribution; and (3) . The Board of DirectOrs shall determine fair market values for the cash distributed in respect purposes of each share this Section 307. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, warrants or options to which this Section 307 applies. If all of the shares of Common Stock subject to such rights, warrants or options have not been issued when such rights, warrants or options expire, then the Conversion Rate shall promptly be readjusted to the Conversion Rate which would then be in effect had the adjustment upon the issuance of such rights, warrants or options been made on the basis of the actual number of shares of Common Stock issued upon the exercise of such rights, warrants or options. No adjustment shall be made under this Section 11.09307 if the application of the formula stated above in this Section 307 would result in a value of R' that is equal to or less than the value of R.

Adjustment for Rights Issue. If Except as provided in Section 9.11, if after the Issue Date of the Securities2007 Notes, the Company distributes any rights, rights or warrants or options to all holders of shares of its Common Stock entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, 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 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 11.07 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 11.06(d9.06(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 9.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 9.07 applies) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d9.06(4) distribution;distribution and (2) the assets of the Company or debt Company's debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.099.08

Adjustment for Rights Issue. If after the Issue Date --------------------------- of the Securities, the Company Tyco distributes any rights, warrants or options to all holders of its Common Stock Shares entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock Shares at a price per share less than the Average 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 Shares outstanding on the record date for the distribution to which this Section 11.07 10.7 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 shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(d10.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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 11.07 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 11.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 11.07 10.7 applies) of:of the (1) the Capital Stock of the Company Tyco distributed in respect of each share of Common Stock Share in such Section 11.06(d10.6(4) distribution;, and (2) the assets of the Company Tyco or debt securities or any rights, warrants or options to purchase securities of the Company Tyco distributed in respect of each share of Common Stock Share in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.8

Adjustment for Rights Issue. If If, after the Issue Date of the SecuritiesNotes, 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 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(d7.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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) of:of the (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d7.6(4) distribution;distribution and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.097.8

Adjustment for Rights Issue. If If, after the Issue Date of the SecuritiesDate, 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: (0 + N) ----------- R' = R x (O 0 + N) --------------------------- (O + [(N x P)/M)] X 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 11.07 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 11.06(d10.06(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d10.06(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.08

Adjustment for Rights Issue. If after the Issue Date of the Securities, the Company distributes any rights, rights or warrants or options to all holders of its Common Stock the Company's Ordinary Shares entitling themthem to purchase, for a period expiring within 60 days after the record date for such distributiondays, to purchase shares of Common Stock Ordinary Shares at a price per share less than the Sale then current Market Price of the Common Stock as of the Time of DeterminationDetermination (except that no adjustment will be made if Holders of the Securities may participate in the distribution 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 11.07 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 11.06(d12.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d) distribution; (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.09the

Adjustment for Rights Issue. If Except as set forth in Sections 11.14 and 11.19, if after the Issue Date of the SecuritiesDate, 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 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(d11.06(b) applies, applies or (ii) a distribution to which Section 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 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: (1i) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d11.06(b) distribution;; and (2ii) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0911.08

Adjustment for Rights Issue. If Except as set forth in Sections 10.15 and 10.20, if, after the Issue Date of the SecuritiesDate, 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 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 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(d10.06(b) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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: (1i) the Capital Stock of the Company distributed in respect of each share of Common Stock Ordinary Share in such Section 11.06(d10.06(b) distribution;; and (2ii) 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 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0910.08

Adjustment for Rights Issue. If If, after the Issue Date of the SecuritiesDate, 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: (0 + N) ------------ R' = R x (O 0 + N) --------------------------- (O + [(N x P)/M)] 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 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 such additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to ----- which Section 11.06(d11.06(4) applies, applies or (ii) a distribution to which Section 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 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: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 11.06(d11.06(4) distribution;, and (2) 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 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0911.08

Adjustment for Rights Issue. If after the Issue Date of the SecuritiesEffective Time, the Company AOL Time Warner 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 7.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the such 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(d7.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, or (iii) a distribution to which Section 11.09 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: (1) the Capital Stock of the Company AOL Time Warner distributed in respect of each share of Common Stock in such Section 11.06(d7.6 (4) distribution;; and (2) the assets of the Company AOL Time Warner or debt securities or any rights, warrants or options to purchase securities of the Company AOL Time Warner distributed in respect of each share of Common Stock in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.097.8

Adjustment for Rights Issue. If after the Issue Date of the Securities, the Company Guarantor distributes any rights, rights or warrants or options to all holders of its Common Stock Shares entitling them, for a period expiring within 60 days after the record date for such distribution, them to purchase shares of Common Stock Shares at a price per share Common Share less than the Average Sale Price of the Common Stock as of the Time of DeterminationDetermination (except that no adjustment will be made if the Holders of Notes may participate in the distribution without conversion on a basis and with the notice that the Board of Directors of the Guarantor determines to be fair and appropriate 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 11.07 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 11.06(d12.6(4) applies, applies or (ii) a distribution to which Section 11.08 applies, 12.8 or (iii) a distribution to which Section 11.09 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 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) ofof the: (1) the Capital Stock Common Shares of the Company Guarantor distributed in respect of each share of Common Stock Share in such Section 11.06(d12.6(4) distribution;; or (2) the assets of the Company or debt Guarantor’s debt, securities or any assets or certain rights, warrants or options to purchase securities of the Company Guarantor distributed in respect of each share of Common Stock Share in such Section 11.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.0912.8 or 12.9