Common use of Adjustment for Tender or Exchange Offer Clause in Contracts

Adjustment for Tender or Exchange Offer. Subject to the last paragraph of this Section 11.10, in the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any subsidiary of the Company for all or a portion of the Common Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) that, as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 110% of the current market price per share of Common Stock at the Expiration Time, the conversion price shall be reduced in accordance with the following formula: AC = CC x O x M -------- P + (T x M) where: AC = the adjusted conversion price. CC = the current conversion price. O = the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time. P = the fair market value of the aggregate consideration payable to stockholders of Common Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Common Stock so accepted, up to any such maximum, being referred to as the "Purchased Shares"). T = the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time. M = the current market price per share of Common Stock at the Expiration Time. The adjustment 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 subsidiary, if applicable, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

Adjustment for Tender or Exchange Offer. Subject to the last paragraph of this Section 11.10, in 55 -49- the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any subsidiary of the Company for all or a portion of the Common GGD Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders of consideration per share of Common GGD Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) that, as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 110% of the current market price per share of Common GGD Stock at the Expiration Time, the conversion price shall be reduced in accordance with the following formula: AC = CC x O x M -------- ----------- P + (T x M) where: AC = the adjusted conversion price. CC = the current conversion price. O = the number of shares of Common GGD Stock outstanding (including any tendered or exchanged shares) at the Expiration Time. P = the fair market value of the aggregate consideration payable to stockholders shareholders of Common GGD Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common GGD Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Common GGD Stock so accepted, up to any such maximum, being referred to as the "Purchased Shares"). T = the number of shares of Common GGD Stock outstanding (less any Purchased Shares) on the Expiration Time. M = the current market price per share of Common Stock at the Expiration Time. The adjustment 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 subsidiary, if applicable, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.

Adjustment for Tender or Exchange Offer. Subject to the last paragraph of this Section 11.106.10, in the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any subsidiary of the Company for all or a portion of the Common Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to as amended upon the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the TrusteeDirectors) that, as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 110105% of the current market price per share of Common Stock at on the trading day next succeeding the Expiration Time, the conversion price shall be reduced in accordance with the following formula: AC = CC x O x M -------- ---------- P + (T x M) where: AC = the adjusted conversion price. CC = the current conversion price. O = the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time. P = the fair market value of the aggregate consideration payable to stockholders shareholders of Common Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Common Stock so accepted, up to any such maximum, being referred to as the "Purchased Shares"). T = the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time. M = the current market price per share of Common Stock at on the trading day next succeeding the Expiration Time. The adjustment 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 subsidiary, if applicable, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price conversion price shall again be adjusted to be the Conversion Price conversion price which would then be in effect if such tender or exchange offer had not been made.

Adjustment for Tender or Exchange Offer. Subject to the last paragraph of this Section 11.10, in the event that a tender or exchange offer (other than an odd-lot offer) made by the Company or any subsidiary of the Company for all or a portion of the Common Stock shall expire and such tender or exchange offer (including any amendment in effect immediately prior to the expiration thereof) shall require the payment to stockholders of consideration per share of Common Stock having a fair market value (as determined in good faith by the Board of Directors and set forth in a certified resolution filed with the Trustee) that, as of the last time (the "Expiration Time") tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds 110% of the current market price per share of Common Stock at the Expiration Time, the conversion price shall be reduced in accordance with the following formula: AC = CC x O x M -------- ----------- P + (T x M) where: AC = the adjusted conversion priceConversion Price. CC = the current conversion priceConversion Price. O = the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Expiration Time. P = the fair market value of the aggregate consideration payable to stockholders of Common Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares of Common Stock so accepted, up to any such maximum, being referred to as the "Purchased Shares"). T = the number of shares of Common Stock outstanding (less any Purchased Shares) on the Expiration Time. M = the current market price per share of Common Stock at the Expiration Time. The adjustment 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 subsidiarySubsidiary, if applicable, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such tender or exchange offer had not been made.