Common use of Cash Dividends; Excess Purchase Payments Clause in Contracts

Cash Dividends; Excess Purchase Payments. If, after the date hereof, the Designated Issuer declares a record date in respect of a distribution of cash (other than any Permitted Dividends, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Common Stock, or makes an Excess Purchase Payment, then the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Common Stock on such record date, and the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Common Stock outstanding on such record date). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of Common Stock, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Common Stock in excess of 10.0% and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiaries, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).

Cash Dividends; Excess Purchase Payments. If, after the date hereof, the Designated Issuer Company declares a record date in respect of a distribution of cash (other than any Permitted DividendsDividend, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Common Stock, or makes an Excess Purchase Payment, then the Exchange Rate shall will be multiplied by a Dilution Adjustment equal to a fraction, of which the numerator of which shall be the Then-Current Market Price of the Common Stock on such record date, and of which the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Common Stock outstanding on such record date). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of the Common Stock, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Common Stock in excess of 10.0____% and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the CompanyAdministrator, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries Company with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiariesCompany, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap Threshold Price and Initial Price shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).

Cash Dividends; Excess Purchase Payments. If, after the date hereof, the Designated Issuer declares a record date in respect of a distribution of cash (other than any Permitted Dividends, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwiseother wise, to all holders of Common Stock, or makes an Excess Purchase Payment, then the Exchange Rate shall will be multiplied by a Dilution Adjustment equal to a fraction, the numerator of which shall be the Then-Current Market Price of the Common Stock on such record date, and the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Common Stock outstanding on such record date). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of Common Stock, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Common Stock in excess of 10.0% and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiaries, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap Threshold Price shall also be adjusted in the manner described in subparagraph (e). [Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).in

Cash Dividends; Excess Purchase Payments. If, after the date hereof, the Designated Issuer Company declares a record date in respect of a distribution of cash (other than any Permitted DividendsDividend, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Common Stock, or makes an Excess Purchase Payment, then the Exchange Rate shall will be multiplied by a Dilution Adjustment equal to a fraction, of which the numerator of which shall be the Then-Current Market Price of the Common Stock on such record date, and of which the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Common Stock outstanding on such record date). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of the Common Stock, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Common Stock in excess of 10.010% and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the CompanyAdministrator, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries Company with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiariesCompany, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap Threshold Price and Initial Price shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).

Cash Dividends; Excess Purchase Payments. IfIf the Company shall, after the date hereof, the Designated Issuer declares declare a record date in respect of a distribution of cash (other than any Permitted DividendsDividend, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Common Stock, or makes make an Excess Purchase Payment, then the Exchange Rate shall will be multiplied by a Dilution Adjustment equal to a fraction, of which the numerator of which shall be the Then-Current Market Price of the Common Stock on such record date, and of which the denominator of which shall be such Then-Current Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment for which adjustment is being made at such time divided by the number of shares of Common Stock outstanding on such record date). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of the Common Stock, other than a quarterly cash dividend that exceeds the immediately preceding quarterly cash dividend, and then only to the extent that the per share amount of such dividend results in an annualized dividend yield on the Common Stock in excess of 10.012.5% and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the CompanyAdministrator, whose determination shall be final) of all other consideration paid by the Designated Issuer or any of its subsidiaries Company with respect to one share of Common Stock acquired in a tender offer or exchange offer by the Designated Issuer or any of its subsidiariesCompany, over (y) the Then-Current Market Price of the Common Stock. The Appreciation Cap Threshold Price and Initial Price shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offer).

Cash Dividends; Excess Purchase Payments. If, after the date hereof, the Designated Issuer Company distributes or declares a record date in respect of a distribution of cash (other than any Permitted DividendsDividend, any cash distributed in consideration of fractional shares of Common Stock and any cash distributed in a Reorganization Event), by dividend or otherwise, to all holders of Common Stock, or makes an Excess Purchase Payment, then the Exchange Rate shall will be multiplied by a Dilution Adjustment equal to a fraction, fraction of which the numerator of which shall be the Then-Current Reference Market Price of the Common Stock on such record dateStock, and of which the denominator of which shall be such Then-Current Reference Market Price less the amount of such distribution applicable to one share of Common Stock which would not be a Permitted Dividend (or in the case of an Excess Purchase Payment, less the aggregate amount of such Excess Purchase Payment Payments for which adjustment is being made at such time divided by the number of outstanding shares of Common Stock outstanding on such record datethe date the adjustment is effected). For purposes of these adjustments, (A) "Permitted Dividend" means any quarterly cash dividend in respect of the Common Stock, other than a quarterly cash dividend that that, together with any other cash dividends during the preceding 12 months, exceeds 10% of the immediately preceding quarterly cash dividend, and then only to average of the extent that the per share amount of Closing Prices during such dividend results in an annualized dividend yield on the Common Stock in excess of 10.0% 12-month period and (B) "Excess Purchase Payment" means the excess, if any, of (x) the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be finalPurchaser) of all other consideration paid by the Designated Issuer or any of its subsidiaries Company with respect to one share of Common Stock acquired in a any share repurchase (excluding share repurchases by the Company effected in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended) whether made by the Company in the open market, by private purchase by tender offer, by exchange offer or exchange offer by the Designated Issuer or any of its subsidiariesotherwise, over (y) the Then-Current Reference Market Price of the Common Stock. The Notwithstanding the foregoing, the Company may pay up to [$_____] in aggregate consideration in respect of share repurchases without any adjustment pursuant to this Section 6.1(d) being required, provided that no such repurchase involves an Excess Purchase Payment of more than five percent of the Then-Reference Market Price of the Common Stock on the date an adjustment therefor would otherwise be required to be effected. Upon any such adjustment the Threshold Appreciation Cap Price, Floor Price and Initial Value shall also be adjusted in the manner described in subparagraph (e). Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (d) would otherwise apply, the denominator in the fraction referred to above formula is less than $1.00 (or is a negative number), then the Company may, at its option, elect to have the adjustment provided by this paragraph (d) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities an additional amount of cash equal to the amount of cash plus the fair market value of such other consideration (determined, as of the date such dividend or distribution is made, by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) so distributed (or applied to the acquisition of the Common Stock in such a tender offer or exchange offerSection 6.1(e).