Common use of Adjustment of Share Numbers and Prices Clause in Contracts

Adjustment of Share Numbers and Prices. The number of Shares to be purchased by each Purchaser at the Closing pursuant to Article I, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement), as applicable, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated hereby), the Per Share Purchase Price or the GGO Per Share Purchase Price, or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants pursuant to Article 5 of the Warrant Agreement, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Shares to be purchased by each Purchaser at the Closing pursuant to Article I, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement)Option, as applicable, the Company or GGO shall declare or make a dividend or 101 other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated hereby), the Per Share Purchase Price or the GGO Per Share Purchase Price, Price or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants warrants issued to the other Initial Investors pursuant to Article 5 of the Warrant Agreement, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Shares to be purchased by each Purchaser at the Closing pursuant to Article I, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement)Option, as applicable, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated hereby), the Per Share Purchase Price or the GGO Per Share Purchase Price, Price or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants warrants issued to the other Initial Investors pursuant to Article 5 of the Warrant Agreement, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Blackstone Shares to be purchased by each the Purchaser at the Closing pursuant to Article ISection 1 hereof, the number of Blackstone GGO Shares to be purchased by the Purchaser at the Closing pursuant to Section 2 hereof, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II Price and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this the Pershing Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement), as applicableClosing, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated herebyby the Pershing Agreement), the Per Share Purchase Price or the GGO Per Share Purchase Price, or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants warrants issued to the Initial Investors pursuant to Article 5 of the Warrant Agreement, as amended, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 3 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Shares to be purchased by each Purchaser at the Closing pursuant to Article I, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement), as applicableClosing, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated hereby), the Per Share Purchase Price or the GGO Per Share Purchase Price, or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant AgreementWarrant) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants pursuant to Article 5 of the Warrant Agreement, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Blackstone Shares to be purchased by each the Purchaser at the Closing pursuant to Article ISection 1 hereof, the number of Blackstone GGO Shares to be purchased by the Purchaser at the Closing pursuant to Section 2 hereof, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II Price and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this the Cornerstone Investment Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement), as applicableClosing, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated herebyby the Cornerstone Investment Agreement), the Per Share Purchase Price or the GGO Per Share Purchase Price, or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants warrants issued to the Initial Investors pursuant to Article 5 of the Warrant Agreement, as amended, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 3 of this Agreement shall be adjusted for that transaction in the same manner.

Adjustment of Share Numbers and Prices. The number of Blackstone Shares to be purchased by each the Purchaser at the Closing pursuant to Article ISection 1 hereof, the number of Blackstone GGO Shares to be purchased by the Purchaser at the Closing pursuant to Section 2 hereof, the Per Share Purchase Price, the GGO Per Share Purchase Price, the number of GGO Shares to be purchased by such Purchaser pursuant to Article II Price and any other number or amount contained in this Agreement which is based upon the number or price of shares of GGP or GGO shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Common Stock, New Common Stock or GGO Common Stock that occurs during the period between the date of this the Fairholme Agreement and the Closing. In addition, if at any time prior to the Closing or the consummation of the repurchase of Repurchase Shares (as defined in the Pershing Agreement) or the Put Option (as defined in the Pershing Agreement), as applicableClosing, the Company or GGO shall declare or make a dividend or other distribution whether in cash or property (other than a dividend or distribution payable in common stock of the Company or GGO, as applicable, the GGO Share Distribution or a distribution of rights contemplated herebyby the Fairholme Agreement), the Per Share Purchase Price or the GGO Per Share Purchase Price, or the applicable price for the definition of Permitted Replacement Shares, as applicable, shall be proportionally adjusted thereafter by the Fair Market Value (as defined in the Warrant Agreement) per share of the dividend or distribution. If a transaction results in any adjustment to the exercise price for and number of Shares underlying the Warrants warrants issued to the Initial Investors pursuant to Article 5 of the Warrant Agreement, as amended, the exercise price for and number of shares underlying each of the New Warrants and GGO Warrants described in Section 5.2 3 of this Agreement shall be adjusted for that transaction in the same manner.