Common use of Adjustment for Tender Offer Clause in Contracts

Adjustment for Tender Offer. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, where the cash and value (as determined by the Board of Directors) of any other consideration included in the payment per share of Common Stock pursuant to such tender offer or exchange offer exceeds the Closing Price on the Trading Day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Rate will be increased based on the following formula: where, CR1 = the new Conversion Rate in effect on the second day immediately following the Expiration Date; CR0 = the conversion rate in effect on the day immediately following the Expiration Date; AC = the aggregate of the cash and value of all other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock purchased in such tender offer or exchange offer; SP1 = the average of the Closing Prices over the ten consecutive Trading Day period (the “Averaging Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date; OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to such tender offer or exchange offer). The adjustment to the Conversion Rate pursuant to the immediately preceding formula will be made immediately prior to the open of business on the day after the last day of the applicable Averaging Period, but will be given effect on the second day immediately following the Expiration Date. Notwithstanding anything to the contrary in the Indenture or the Notes, if the Company, or any of its Subsidiaries, is obligated to purchase Common Stock pursuant to any such tender offer or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender offer or exchange offer had not been made. Except as provided in the immediately preceding sentence, if the application of this Section 10.10 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.10.

Adjustment for Tender Offer. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, where the cash and value (as determined by the Board of Directors) of any other consideration included in the payment per share of Common Stock pursuant to such tender offer or exchange offer exceeds the Closing Price on the Trading Day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 ´ AC + (SP1 ´ OS1) OS0 ´ SP1 where, CR1 = the new Conversion Rate in effect on the second day immediately following the Expiration Date; CR0 = the conversion rate in effect on the day immediately following the Expiration Date; AC = the aggregate of the cash and value of all other consideration (as determined by the Board of DirectorsDirectors or a committee thereof) paid or payable for all shares of Common Stock purchased in such tender offer or exchange offer; SP1 = the average of the Closing Prices over the ten consecutive Trading Day period (the “Averaging Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date; OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to such tender offer or exchange offer). The adjustment to the Conversion Rate pursuant to the immediately preceding formula will be made immediately prior to the open of business on the day after the last day of the applicable Averaging Period, but will be given effect on the second day immediately following the Expiration Date. Notwithstanding anything to the contrary in the this Indenture or the Notes, if the Company, or any of its Subsidiaries, is obligated to purchase Common Stock pursuant to any such tender offer or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender offer or exchange offer had not been made. Except as provided in the immediately preceding sentence, if the application of this Section 10.10 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.10.

Adjustment for Tender Offer. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, where the cash and value of any other consideration (as determined by the Board of Directors) of any other consideration included in the payment per share of Common Stock pursuant to such tender offer or exchange offer exceeds the Closing Price on the Trading Day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Rate will be increased based on the following formula: CR1 = CR0 x AC + (SP1 x OS1) OS0 x SP1 where, CR1 = the new Conversion Rate in effect on the second day immediately following the Expiration Date; CR0 = the conversion rate in effect on the day immediately following the Expiration Date; AC = the aggregate of the cash and value of all other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock purchased in such tender offer or exchange offer; SP1 = the average of the Closing Prices over the ten five consecutive Trading Day period (the “Averaging Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date; OS1 = the number of shares of Common Stock outstanding immediately after on the Expiration Date (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer). The adjustment to the Conversion Rate pursuant to the immediately preceding formula will be made immediately prior to the open of business on the day after the last day of the applicable Averaging Period, but will be given effect on the second day Trading Day immediately following the Expiration Date. If the Trading Day next succeeding the Expiration Date is less than five Trading Days prior to, and including, the end of the Observation Period in respect of any conversion, references within this Section 10.10 to five Trading Days shall be deemed to be replaced, solely in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, and including, the last trading day of such Observation Period. In respect of any conversion during the five Trading Days commencing on the Trading Day next succeeding the Expiration Date, references within this Section 10.10 to five trading days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, but excluding, the relevant Conversion Date. No adjustment pursuant to the above formula will result in an decrease of the Conversion Rate. Notwithstanding anything to the contrary in the Indenture or the Notes, if the Company, or any of its Subsidiaries, is obligated to purchase Common Stock pursuant to any such tender offer or exchange offer but is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate that would be in effect if such tender offer or exchange offer had not been made. Except as provided in the immediately preceding sentence, if the application of this Section 10.10 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.10.

Adjustment for Tender Offer. If If, after the Issue Date, the Company or any of its Subsidiaries makes a payment of cash or other consideration to holders of Common Stock in respect of a tender offer or exchange offer offer, other than an odd-lot offer, for the Common Stock, where and the value of the sum of (i) the aggregate cash and other consideration paid for such Common Stock, and (ii) the aggregate fair market value of any consideration paid for the purchase of Common Stock in respect of a tender offer or exchange offer, other than an odd-lot offer, within the twelve (12) months preceding the date of purchase of such shares of Common Stock in respect of which no adjustment pursuant to this Section 11.11 previously has been made, expressed as an amount per share of Common Stock validly tendered or exchanged pursuant to such tender offer or exchange offer, exceeds the Closing Price of the Common Stock on the Trading Day immediately following the last time (the "Expiration Time") on which tenders or exchanges may be made pursuant to the tender or exchange offer, then the Conversion Rate shall be adjusted in accordance with the formula: F + (P x O) R' = R x ----------- O' x P where, R = the Conversion Rate in effect on the Expiration Time; R' = the Conversion Rate in effect immediately after the Expiration Time; F = the fair market value (as determined by the Board of Directors) of the aggregate value of all cash and any other consideration included in the payment per share of Common Stock pursuant to such tender offer or exchange offer exceeds the Closing Price on the Trading Day next succeeding the last date (such last date, the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, then the Conversion Rate will be increased based on the following formula: where, CR1 = the new Conversion Rate in effect on the second day immediately following the Expiration Date; CR0 = the conversion rate in effect on the day immediately following the Expiration Date; AC = the aggregate of the cash and value of all other consideration (as determined by the Board of Directors) paid or payable for all shares of Common Stock purchased in such tender offer validly tendered or exchange offer; SP1 = the average exchanged and not withdrawn as of the Closing Prices over the ten consecutive Trading Day period Expiration Time (the “Averaging Period”) commencing on, and including, the Trading Day next succeeding the Expiration Date"Purchased Shares"); OS1 O = the number of shares of Common Stock outstanding immediately after the Expiration Date (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer)Time less any Purchased Shares; and OS0 O' = the number of shares of Common Stock outstanding immediately prior to after the Expiration Date Time, including any Purchased Shares; and P = the Closing Price of the Common Stock on the Trading Day next succeeding the Expiration Time. Such increase (prior to giving effect to such tender offer or exchange offer). The adjustment to the Conversion Rate pursuant to the immediately preceding formula will be made if any) shall become effective immediately prior to the open opening of business on the day after the last day of the applicable Averaging Period, but will be given effect on the second day immediately following the Expiration DateTime. Notwithstanding anything to In the contrary in event that the Indenture or the Notes, if the Company, or any of its Subsidiaries, Company is obligated to purchase Common Stock shares pursuant to any such tender offer or exchange offer offer, but the Company is permanently prevented by applicable law from effecting any such purchase purchases or all such purchases are rescinded, then the Conversion Rate shall again be readjusted adjusted to be the Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as provided in the immediately preceding sentence, if If the application of this Section 10.10 11.11 to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 10.1011.11.