Common use of Adjustments in Case of Fundamental Changes Clause in Contracts

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by the Optional Redemption Ratio (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDED, HOWEVER, that in the event of a Capital Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Stock Fundamental Change) and (B) all of the Capital Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Stock as a result of such Capital Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by the Optional Redemption Ratio (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.. 61

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by the Optional Redemption Ratio (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Class B Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Class B Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Class B Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII Thirteen to the contrary, if any Fundamental Change (as defined below) occurs, then the conversion price in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price effect will be adjusted immediately after such Fundamental Change as followsdescribed below. In addition, in the event of a Common Stock Fundamental Change (as defined below), each Debenture shall be convertible solely into common stock of the kind and amount received by holders of Common Stock as the result of such Common Stock Fundamental Change as more specifically provided in the following clauses (i) and (ii). For purposes of calculating any adjustment to be made pursuant to this Section 1307 in the event of a Fundamental Change, immediately after such Fundamental Change: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price conversion price of the Securities Debentures shall thereupon become the lower of (A) the Applicable Conversion Price conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIIIThirteen, and (B) the result obtained by multiplying the greater of the Relevant Applicable Price or the then applicable Reference Market Price by a fraction of which the Optional numerator shall be $50 and the denominator shall be the current Redemption Ratio (Price as set forth in Section 1109 or, prior to June 30 1999, an amount per Debenture determined by the Company in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical Redemption Price that would have been applicable if the if the Debentures had been redeemable during such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be)period; and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price conversion price of the Securities Debentures in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIIIThirteen, shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Applicable Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price conversion price of the Securities Debentures in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, if any Fundamental Change occurs, then the conversion price in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price effect will be adjusted immediately after such Fundamental Change as followsdescribed below. In addition, in the event of a Common Stock Fundamental Change, each Security shall be convertible solely into common stock of the kind and amount received by holders of Common Stock as the result of such Common Stock Fundamen- tal Change as more specifically provided in the following clauses (i) and (ii). For purposes of calculating any adjustment to be made pursuant to this Section 13.07 in the event of a Fundamental Change, immediately after such Fundamental Change: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price conversion price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Applicable Price or the then applicable Reference Market Price by a fraction of which the Optional numerator shall be $50 and the denominator shall be the current Redemption Ratio (Price as set forth in Section 11.09 or, prior to June 1, 2000, an amount per Security determined by the Company in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical Redemption Price that would have been applicable if the Securities had been redeemable during such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be)period; and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price conversion price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Applicable Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price conversion price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, if any Fundamental Change occurs, then the conversion price in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price effect will be adjusted immediately after such Fundamental Change as followsdescribed below. In addition, in the event of a Common Stock Fundamental Change, each Security shall be convertible solely into common stock of the kind and amount received by holders of Common Stock as the result of such Common Stock Fundamental Change as more specifically provided in the following clauses (i) and (ii). For purposes of calculating any adjustment to be made pursuant to this Section 13.7 in the event of a Fundamental Change, immediately after such Fundamental Change: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of conversion price for the Securities of each series shall thereupon become the lower of (A) the Applicable Conversion Price conversion price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Applicable Price or the then applicable Reference Market Price by a fraction of which the Optional numerator shall be $50 and the denominator shall be the current Redemption Ratio (such product shall hereinafter be referred Price as set forth in Section 11.1 or, prior to as December 31, 2004 with respect to the "Adjusted Relevant Price" or Series A Securities and December 31, 2006 with respect to the "Adjusted Reference Market Price"Series B Securities, as the case may be); andhypothetical redemption prices set forth below: Series A Securities Series B Securities ------------------- ------------------- Price Per $50 Price Per $50 Year Principle Amount Year Principle Amount ---- ---------------- ---- ---------------- 2002 53.750 2002 53.750 2003 53.375 2003 53.375 2004 53.000 2004 53.000 2005 52.625 2006 52.250 (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of conversion price for the Securities of each series in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Applicable Price; PROVIDED, HOWEVER, provided that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror acquirer or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror acquirer or other third party, the Applicable Conversion Price of conversion price for the Securities of each series in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price conversion price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiroracquirer, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by the Optional Redemption Ratio (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, then the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by a fraction of which the numerator shall be $50 and the denominator shall be the then-current Optional Redemption Ratio Price or, on or prior to the Reset Date and at any time after the Reset Date at which the Securities are not redeemable at the option of the Company, an amount per Security determined by the Company in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical Redemption Price that would have been applicable if the Securities had been redeemable during such period (such fraction shall hereinafter be referred to as the "Optional Redemption Ratio") (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third 71 77 party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by the Optional Redemption Ratio (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Class A Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Class A Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Class A Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, then the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by a fraction of which the numerator shall be $50 and the denominator shall be the then-current Optional Redemption Ratio Price or, on or prior to [ ], 20[ ] and at any time after the Reset Date at which the Securities are not redeemable at the option of the Company, an amount per Security determined by the Company in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical Redemption Price that would have been applicable if the Securities had been redeemable during such period (such fraction shall hereinafter be referred to as the "Optional Redemption Ratio") (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.

Adjustments in Case of Fundamental Changes. (a) Notwithstanding any other provision in this Article XIII to the contrary, in the case of any Company Transaction involving a Fundamental Change, then the Applicable Conversion Price will be adjusted immediately after such Fundamental Change as follows: (i) in the case of a Non-Stock Fundamental Change, the Applicable Conversion Price of the Securities shall thereupon become the lower of (A) the Applicable Conversion Price in effect immediately prior to such Non-Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, and (B) the result obtained by multiplying the greater of the Relevant Price or the then applicable Reference Market Price by a fraction of which the numerator shall be $50 and the denominator shall be the then-current Optional Redemption Ratio Price or, on or prior to June 20, 2001 and at any time on and after the Reset Date at which the Securities are not redeemable at the option of the Company, an amount per Security determined by the Company in its sole discretion, after consultation with an investment banking firm, to be the equivalent of the hypothetical Redemption Price that would have been applicable if the Securities had been redeemable during such period (the "Optional Redemption Ratio") (such product shall hereinafter be referred to as the "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as the case may be); and (ii) in the case of a Capital Common Stock Fundamental Change, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change, but after giving effect to any other prior adjustments effected pursuant to this Article XIII, shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be the Purchaser Stock Price and the denominator shall be the Relevant Price; PROVIDEDprovided, HOWEVERhowever, that in the event of a Capital Common Stock Fundamental Change in which (A) 100% of the value of the consideration received by a holder of Capital Common Stock is common stock of the successor, acquiror or other third party (and cash, if any, is paid only with respect to any fractional interests in such common stock resulting from such Capital Common Stock Fundamental Change) and (B) all of the Capital Common Stock shall have been exchanged for, converted into or acquired for common stock (and cash with respect to fractional interests) of the successor, acquiror or other third party, the Applicable Conversion Price of the Securities in effect immediately prior to such Capital Common Stock Fundamental Change shall thereupon be adjusted by multiplying such Applicable Conversion Price by a fraction of which the numerator shall be one and the denominator shall be the number of shares of common stock of the successor, acquiror, or other third party received by a stockholder for one share of Capital Common Stock as a result of such Capital Common Stock Fundamental Change.