Adjustments for Extraordinary Events. Notwithstanding anything in this Agreement to the contrary, if prior to the CSR Maturity Date there is any recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, exchange of Common Stock, repurchase or other change in the corporate structure of Pubco affecting the Pubco Common Shares (each, an “Extraordinary Event”), the terms of this Agreement shall be deemed modified to equitably account for such Extraordinary Event and to prevent diminution or enlargement of the benefits intended to be provided to the CSR Holders pursuant to this Agreement, with any specific modifications to be as determined by Pubco, in its reasonable discretion. Pubco (or any successor thereto pursuant to an Extraordinary Event) shall promptly, and in any event, within 5 Business Days following any Extraordinary Event, provide written notice to the Rights Agent of such Extraordinary Event.
Adjustments for Extraordinary Events. Share-for-Share or Share-for-Combined Merger Event: If there is a Merger Event for which the Merger Consideration is Share-for-Share or if there is a Merger Event for which the Merger Consideration is Share-for-Combined then, not later than the fifth Exchange Business Day following the Announcement Date, Seller may request that Purchaser provide terms under which the Transaction may continue (a "Continued Terms Request"). If Seller makes a Continued Terms Request, then Purchaser shall, not later than ten Exchange Business Days prior to the proposed Merger Date notify Seller of the terms, as determined by Purchaser in it's sole discretion, under which the Transaction may continue after the Merger Date. If Seller notifies Purchaser that Seller accepts such terms by no later than the third Exchange Business Day following the date on which Purchaser provides such terms then the Transaction shall continue under the terms so provided by Purchaser and agreed to by Seller. All notices under this provision may be given orally (and confirmed in writing, which failure to confirm shall not vitiate the effectiveness of the notice) and must be given between 9:00 am. and 4:00 p.m., (New York time. If Seller fails to make a Continued Terms Request as provided herein or if the parties do not agree the terms on which to continue the Transaction, then the Merger Event shall be an Additional Termination Event for which Seller shall be the sole Reference Number: NY26530 Mr. X. Xxxxx Xxxxxxxx October 30, 2003 Page 8 of 14 Affected Party, this Transaction shall be the sole Affected Transaction and Second Method and Loss will apply.
Adjustments for Extraordinary Events. Notwithstanding anything in this Agreement to the contrary, if prior to the CVR Maturity Date there is any recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, exchange of Common Stock, repurchase or other change in the corporate structure of the Company affecting the Common Stock (each, an “Extraordinary Event”), the terms of this Agreement shall be deemed modified to equitably account for such Extraordinary Event and to prevent diminution or enlargement of the benefits intended to be provided pursuant to this Agreement, with any specific modifications to be as determined by Sponsors, in their reasonable discretion. The Company (or any successor thereto pursuant to an Extraordinary Event) shall promptly, and in any event, within five Business Days following any Extraordinary Event, provide written notice to the Rights Agent and Sponsors of such Extraordinary Event.
Adjustments for Extraordinary Events. Notwithstanding anything in this Agreement to the contrary, if prior to the CSR Maturity Date there is any recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, exchange of Common Stock, repurchase or other change in the corporate structure of TortoiseCorp III affecting the TortoiseCorp III Common Shares (each, an “Extraordinary Event”), the terms of this Agreement shall be deemed modified to equitably account for such Extraordinary Event and to prevent diminution or enlargement of the benefits intended to be provided pursuant to this Agreement, with any specific modifications to be as determined by TortoiseCorp III, in its reasonable discretion. TortoiseCorp III (or any successor thereto pursuant to an Extraordinary Event) shall promptly, and in any event, within 5 Business Days following any Extraordinary Event, provide written notice to the Rights Agent of such Extraordinary Event.
