Common use of Adjustment for Tender Offer Clause in Contracts

Adjustment for Tender Offer. In the event that a tender offer (other than an odd-lot offer) made by the Company or any of its Subsidiaries for all or any portion of the shares of Common Stock shall expire and such tender offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders (based on the acceptance of shares tendered up to any maximum specified in the terms of the tender offer) of an aggregate consideration having a Fair Market Value in excess of 110% of the Current Market Price of the Common Stock as of close of business on the last date that tenders may be made pursuant to such offer (the “Expiration Time”), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Time by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock as of the Expiration Time, and (2) the denominator of which shall be the sum of (x) the Fair Market Value of the aggregate consideration payable to holders of Common Stock based on the acceptance of all shares validly tendered and not withdrawn as of the Expiration Time, up to the maximum specified in the tender (the shares of Common Stock so accepted being the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding as of the date of the Expiration Time (less any Purchased Shares) and the Current Market Price of the Common Stock as of the Expiration Time. Such reduction (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company, or its Subsidiaries, as the case may be, is obligated to purchase shares of Common Stock pursuant to any such tender offer, but the Company, or its Subsidiaries, as the case may be, is permanently prevented by applicable law from effecting any such purchases or all or a portion of such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such (or such portion of the) tender offer had not been made. If the application of this Section 10.4(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 10.4(f).

Adjustment for Tender Offer. In If the event that Company consummates a tender offer (other than an odd-lot offer) made by the Company or for any of its Subsidiaries for all or any portion of the shares of Common Stock shall expire or securities convertible into or exchangeable for Common Stock and purchases shares pursuant to such tender offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders (based on the acceptance of shares tendered up to any maximum specified in the terms of the tender offer) of for an aggregate consideration having a Fair Market Value fair market value (as determined reasonably and in excess good faith by the Board of 110% Directors and described in a board resolution) as of the Current Market Price of last time (the Common Stock as of close of business on the last date "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 resolution) of the consideration paid in respect of any other tender offer by the Company for any 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”)Time and in respect of which no adjustment pursuant to this 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 Conversion Price shall be adjusted so that case may be) made exclusively in cash within 12 months preceding the same shall equal Expiration Time exceeds 5.0% of the price determined by multiplying product of the Conversion Price in effect fair market value per share immediately prior to the close of business on the date of the Expiration Time by a fraction: (1) the numerator of which shall be 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 or exchanged shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock as of the Expiration Time, and (2) the denominator of which shall be the sum of (x) the Fair Market Value of the aggregate consideration payable to holders of Common Stock based on the acceptance of all shares validly tendered and not withdrawn as of the Expiration Time, up to the maximum specified in the tender (the shares of Common Stock so accepted being the “Purchased Shares”) and (y) the product of the number of shares of Common Stock outstanding as of issuable upon exercise hereof (the date of "Warrant Number") shall be adjusted in accordance with the formula: W' = W x M x (O-N) --------- (MxO) - F where: W' = the adjusted Warrant Number. W = the Warrant Number immediately prior to the Expiration Time (less any Purchased Shares) and M = the Current Market Price "fair market value" per share of the Common Stock (or securities convertible into or exchangeable for Common Stock, as of the case may be) immediately prior to the Expiration Time. Such reduction O = the number of shares of Common Stock (if anyor securities convertible into or exchangeable for Common Stock, as the case may be) shall become effective immediately prior 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 (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. In , the event that adjustment required by this Section 2.6 shall, pending such final determination, be made based upon the Company, or its Subsidiaries, as the case may be, is obligated to purchase shares preliminary announced results of Common Stock pursuant to any such tender offer, but the Companyand, or its Subsidiaries, as the case may be, is permanently prevented by applicable law from effecting any after such purchases or all or a portion of such purchases are rescindedfinal determination shall have been made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such (or such portion of the) tender offer had not been made. If the application of adjustment required by this Section 10.4(f) to any tender offer would result in an increase in the Conversion Price, no adjustment 2.6 shall be made based upon the number of shares accepted for payment in such tender offer under this Section 10.4(f)and the aggregate consideration payable therefor as so finally determined.

Adjustment for Tender Offer. In the event that a tender offer (other than an odd-lot offer) made by If the Company or any of its Subsidiaries make a payment in respect of a tender offer or exchange offer for all or the Common Stock, if the cash and Fair Value of any portion of other consideration included in the shares payment per share of Common Stock shall expire and such tender offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders (based on the acceptance of shares tendered up to any maximum specified in the terms of the tender offer) of an aggregate consideration having a Fair Market Value in excess of 110% of exceeds the Current Market Price per share of the Common Stock as of close of business on the tenth trading day after the last date that on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Offer Expiration TimeDate”), then the Conversion Price number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted so that the same shall equal the price determined increased by multiplying such number as of the Conversion Price in effect time immediately prior to the close of business on the date of the tenth trading day after the Offer Expiration Time Date by a fraction: : (1i) the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock as of the Expiration Time, and (2) the denominator of which shall be the sum of (xA) the aggregate Fair Market Value of the aggregate all cash and any other consideration paid or payable to holders of Common Stock based on the acceptance of all for shares validly tendered and not withdrawn as of the Expiration Timepurchased in such tender or exchange offer, up to the maximum specified in the tender plus (the shares of Common Stock so accepted being the “Purchased Shares”) and (yB) the product of the number of shares of Common Stock outstanding as of immediately after the date of the Offer Expiration Time Date (less any Purchased Sharesafter giving effect to such tender offer or exchange offer) and the Current Market Price per share of the Common Stock as of the tenth trading day after the Offer Expiration TimeDate, and (ii) the denominator of which shall be the product of (x) the number of shares of Common Stock outstanding immediately prior to the Offer Expiration Date (pior to giving effect to such tender offer or exchange offer) and (y) the Current Market Price per share of Common Stock as of the tenth trading day after the Offer Expiration Date. Such reduction (if any) An adjustment made pursuant to this Section 3.06 shall become effective immediately prior to after the opening close of business on the tenth trading day immediately following the Offer Expiration TimeDate; provided that, for purposes of determining the number of shares of Common Stock issuable upon the exercise of each Warrant, in respect of any exercise during the ten trading days following the Offer Expiration Date, references in this Section 3.06 to ten trading days shall be deemed replaced with such lesser number of trading days as have elapsed between the Offer Expiration Date and the relevant date that such exercise occurred. In the event that the Company, Company or its Subsidiaries, as a Subsidiary of the case may be, Company is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company, Company or its Subsidiaries, as the case may be, such Subsidiary is permanently prevented by applicable law from effecting any such purchases purchases, or all or a portion of such purchases are rescinded, then the Conversion Price number of shares of Common Stock issuable upon the exercise of each Warrant shall again be adjusted again to be the Conversion Price which number that would then be in effect if such (tender offer or such portion of the) tender exchange offer had not been made. If the application of this Section 10.4(f) 3.06 to any tender offer or exchange offer would result in an increase a decrease in the Conversion Pricenumber of shares of Common Stock issuable upon exercise of each Warrant, then no adjustment shall be made for such tender offer or exchange offer under this Section 10.4(f)3.06.

Adjustment for Tender Offer. In the event that a tender offer (other than an odd-lot offer) made by the Company or any of its Subsidiaries for all or any portion of the shares of Common Stock shall expire and such tender offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders (based on the acceptance of shares tendered up to any maximum specified in the terms of the tender offer) of an aggregate consideration having a Fair Market Value in excess of 110% of the Current Market Price of the Common Stock as of close of business on the last date that tenders may be made pursuant to such offer (the “"Expiration Time”"), the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to the close of business on the date of the Expiration Time by a fraction: (1) the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock as of the Expiration Time, and (2) the denominator of which shall be the sum of (x) the Fair Market Value of the aggregate consideration payable to holders of Common Stock based on the acceptance of all shares validly tendered and not withdrawn as of the Expiration Time, up to the maximum specified in the tender (the shares of Common Stock so accepted being the “"Purchased Shares”") and (y) the product of the number of shares of Common Stock outstanding as of the date of the Expiration Time (less any Purchased Shares) and the Current Market Price of the Common Stock as of the Expiration Time. Such reduction (if any) shall become effective immediately prior to the opening of business on the day following the Expiration Time. In the event that the Company, or its Subsidiaries, as the case may be, is obligated to purchase shares of Common Stock pursuant to any such tender offer, but the Company, or its Subsidiaries, as the case may be, is permanently prevented by applicable law from effecting any such purchases or all or a portion of such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such (or such portion of the) tender offer had not been made. If the application of this Section 10.4(f10.3(f) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 10.4(f10.3(f).