Common use of Adjustment for Tender Offer Clause in Contracts

Adjustment for Tender Offer. If the Company or any subsidiary of the Company consummates a tender offer for all or any portion of Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company for all or any portion of Common Stock consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (g) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.50% of the product of the current market price immediately prior to the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, the Exercise Price shall be adjusted in accordance with the following formula: E' = E x (M x O) - F ----------- M x (O - N) where: E' = the adjusted Exercise Price. E = the then current Exercise Price. M = the current market price per share of Common Stock immediately prior to the Expiration Time. O = the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all shares of Common Stock purchased pursuant to the tender offer. N = the number of shares of Common Stock accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (g) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (g) shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.

Adjustment for Tender Offer. If the Company QES (or its general partner) or any subsidiary of the Company QES consummates a tender offer for all or any portion of Common Stock and purchases units or shares of Common Stock pursuant to such tender offer for an aggregate consideration having a fair market value (as determined reasonably and in good faith by the Board board of Directors directors of QES (or its general partner) and described in a Board board resolution) as of the last time (the "“Expiration Time"”) that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined reasonably and in good faith by the Board board of Directors directors of QES (or its general partner) and described in a Board board resolution) of the consideration paid in respect of any other tender offer by the Company QES (or a subsidiary of the Company for all its general partner) or any portion subsidiaries of QES for any Common Stock consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (gf) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.505.0% of the product of the current market price Specified Value per unit or share of Common Stock immediately prior to the Expiration Time times the number of units or shares of Common Stock outstanding (including any tendered units or shares) at the Expiration Time, the Exercise Price Warrant Number shall be adjusted in accordance with the following formula: E' = E x (M x O) - F ----------- M x (O - N) where: E' W’ = the adjusted Exercise PriceWarrant Number. E W = the then current Exercise PriceWarrant Number immediately prior to the Expiration Time. M = the current market price Specified Value per unit or share of Common Stock immediately prior to the Expiration Time. O = the number of units or shares of Common Stock outstanding (including any tendered units or shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all units or shares of Common Stock purchased pursuant to the tender offer. N = the number of units or shares of Common Stock accepted for payment in such tender offer. If the number of units or shares of Common Stock accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (gf) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (gf) shall be based upon the number of units or shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.

Adjustment for Tender Offer. If the Company DIMAC Holdings or any subsidiary of the Company DIMAC Holdings consummates a tender offer for all or any portion of Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined reasonably and in good faith by the Board board of Directors directors of DIMAC Holdings and described in a Board board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined reasonably and in good faith by the Board board of Directors directors of DIMAC Holdings and described in a Board board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company for all DIMAC Holdings or any portion subsidiaries of DIMAC Holdings for any Common Stock consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (gf) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.505.0% of the product of the current market price Specified Value per share immediately prior to the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, the Exercise Price Warrant Number shall be adjusted in accordance with the following formula: E' = E x W'=~W `TIMES` {M `TIMES` (O `-` N)} OVER {(M x O) - F ----------- M x (O - N) `TIMES`O)`-F} where: EW' = the adjusted Exercise PriceWarrant Number. E W = the then current Exercise PriceWarrant Number immediately prior to the Expiration Time. M = the current market price Specified Value per share of Common Stock immediately prior to the Expiration Time. O = the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all shares of Common Stock purchased pursuant to the tender offer. N = the number of shares of Common Stock accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (gf) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (gf) shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.

Adjustment for Tender Offer. If the Company or any subsidiary of the Company World Heart consummates a tender offer for all or any portion of World Heart Common Stock Shares and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined reasonably and in good faith by the Board of Directors of World Heart and described in a Board board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall may have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined reasonably and in good faith by the Board of Directors of World Heart and described in a Board board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company World Heart for all or any portion of World Heart Common Stock Shares consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (gf) has been made previously and (ii) the aggregate amount of any distributions to all holders of World Heart Common Stock made exclusively in cash Shares within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.5020% of the product of the current market price Specified Value per share immediately prior to the Expiration Time times the number of shares of World Heart Common Stock Shares outstanding (including any tendered shares) at the Expiration Time, the Exercise Price World Heart Shares shall be adjusted in accordance with the following formula: EV' = E V x M x (O - N) ------------- (M x O) - F ----------- M x (O - N) where: EV' = the adjusted Exercise PriceWorld Heart Shares. E V = the then current Exercise PriceWorld Heart Shares immediately prior to the Expiration Time. M = the current market price Specified Value per share of World Heart Common Stock Share immediately prior to the Expiration Time. O = the number of shares of World Heart Common Stock Shares outstanding (including any tendered shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all shares of World Heart Common Stock Shares purchased pursuant to the tender offer. N = the number of shares of World Heart Common Stock Shares accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (gf) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (gf) shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.

Adjustment for Tender Offer. If the Company or any subsidiary of the Company consummates a tender offer for all or any portion of Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) as of the last time (the "Expiration TimeEXPIRATION TIME") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company for all or any portion of Common Stock consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price Rate adjustment pursuant to this subsection (gm) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price Rate adjustment pursuant to Subsection subsection (c) of this Section has been made previously, exceeds 7.505.0% of the product of the current market price Current Market Value immediately prior to the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, the Exercise Price Rate shall be adjusted in accordance with the following formula: E' = E x M X (O - N) ----------- (M x O) - F ----------- M x (O - N) where: E' = the adjusted Exercise PriceRate. E = the then current Exercise PriceRate. M = the current market price Current Market Value per share of Common Stock immediately prior to the Expiration Time. O = the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. F = the fair market value of the aggregate consideration paid for all shares of Common Stock purchased pursuant to the tender offer. N = the number of shares of Common Stock accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (gm) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (gm) shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (gm) be made which would increase decrease the Exercise PriceRate.

Adjustment for Tender Offer. If the Company or any subsidiary of the Company consummates a tender offer for all any Common Stock or any portion of securities convertible into or exchangeable for Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined reasonably and in good faith by the Board of Directors and described in a Board board resolution) as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined reasonably and in good faith by the Board of Directors and described in a Board board resolution) of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company for all or any portion of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) consummated within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (g) Section 2.6 has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) made exclusively in cash within the 12 months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection (c) of this Section has been made previously, exceeds 7.505.0% of the product of the current fair market price value per share immediately prior to the Expiration Time times the number of shares of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) outstanding (including any tendered shares) at the Expiration Time, the Exercise Price number of shares of Common Stock issuable upon exercise hereof (the "Warrant Number") shall be adjusted in accordance with the following formula: EW' = E W x M x (M x O-N) --------- (MxO) - F ----------- M x (O - N) where: EW' = the adjusted Exercise PriceWarrant Number. E W = the then current Exercise Price. Warrant Number immediately prior to the Expiration Time M = the current "fair market price value" per share of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) immediately prior to the Expiration Time. O = the number of shares of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) outstanding (including any tendered shares) at the Expiration Time. Time F = the fair market value of the aggregate consideration paid for all shares of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) purchased pursuant to the tender offer. N = the number of shares of Common Stock (or securities convertible into or exchangeable for Common Stock, as the case may be) accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (g) Section 2.6 shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (g) Section 2.6 shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.

Adjustment for Tender Offer. If the Company or any subsidiary of the Company Parent consummates a tender offer for all or any portion of Common Stock and purchases shares pursuant to such tender offer for an aggregate consideration having a fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) Fair Market Value as of the last time (the "Expiration Time") that tenders may be made pursuant to such tender offer (as it shall have been amended) that, together with (i) the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors and described in a Board resolution) Fair Market Value of the consideration paid in respect of any other tender offer by the Company or a subsidiary of the Company Parent for all or any portion of Common Stock consummated within the 12 twelve months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to this subsection (gf) has been made previously and (ii) the aggregate amount of any distributions to all holders of Common Stock made exclusively in cash within the 12 twelve months preceding the Expiration Time and in respect of which no Exercise Price adjustment pursuant to Subsection this subsection (cf) of this Section has been made previously, previously exceeds 7.5010.0% of the product of the current market price Specified Value per share immediately prior to the Expiration Time times the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time, the Exercise Price Warrant Number shall be adjusted in accordance with the following formula: EW' = E W x M x (O - N) ------------------- (M x O) - F ----------- M x (O - N) where: E' WN = the adjusted Exercise PriceWarrant Number. E W = the then current Exercise PriceWarrant Number immediately prior to the Expiration Time. M = the current market price Specified Value per share of Common Stock immediately prior to the Expiration Time. O = the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. F = the fair market value Fair Market Value of the aggregate consideration paid for all shares of Common Stock purchased pursuant to the tender offer. N = the number of shares of Common Stock accepted for payment in such tender offer. If the number of shares accepted for payment in such tender offer or the aggregate consideration payable therefor have not been finally determined by the opening of business on the day following the Expiration Time, the adjustment required by this subsection (gf) shall, pending such final determination, be made based upon the preliminary announced results of such tender offer, and, after such final determination shall have been made, the adjustment required by this subsection (gf) shall be based upon the number of shares accepted for payment in such tender offer and the aggregate consideration payable therefor as so finally determined. Notwithstanding the foregoing, if "F" in the above formula equals or exceeds "(M x O)" in the above formula, then "M" in the above formula shall be equal to the fair market value per share of the Common Stock immediately prior to the Expiration Time as determined in good faith by the Board of Directors and described in a Board resolution which shall be filed with the Warrant Agent. The Company shall not and shall cause its subsidiaries not to allow the number of shares of Common Stock accepted for payment pursuant to any such tender offer to equal the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time. In no event shall any adjustment made pursuant to this subsection (g) be made which would increase the Exercise Price.