Common use of Debt or Asset Distribution Clause in Contracts

Debt or Asset Distribution. (A) In case Vale shall, by dividend or otherwise, distribute to all holders of its common shares evidences of its indebtedness, shares of capital stock, securities or other assets (excluding any dividend or distribution referred to in Section 2.8(a)(i) or Section 2.8(a)(ii) hereof, any rights or warrants referred to in Section 2.8(a)(iii) hereof, any dividend or distribution to the extent paid in cash, any consideration payable in connection with a tender or exchange offer made by Vale or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in Section 2.8(a)(iv)(B) below), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per ADS on the date fixed for such determination and the denominator of which shall be such Current Market Price per ADS less the then Fair Market Value of the portion of the evidences of indebtedness, shares of capital stock, securities or other assets so distributed applicable to one Vale common share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive that distribution shall be increased by multiplying each Fixed Conversion Rate by a fraction, the numerator of which is the Current Market Price per ADS as of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one ADS (or, if such shares of capital stock or equity interests are listed on a national or regional securities exchange, the average of the Daily Closing Price of such security on each of the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day) and the denominator of which is the Current Market Price per ADS as of such fifteenth Scheduled Trading Day. Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 2.8(a) shall occur on the 15th Scheduled Trading Day from, but excluding, the Ex-Date with respect to the Spin-Off.

Debt or Asset Distribution. (A) In case Vale shall, by dividend or otherwise, distribute to all holders of its common preferred class A shares evidences of its indebtedness, shares of capital stock, securities or other assets (excluding any dividend or distribution referred to in Section 2.8(a)(i) or Section 2.8(a)(ii) hereof, any rights or warrants referred to in Section 2.8(a)(iii) hereof, any dividend or distribution to the extent paid in cash, any consideration payable in connection with a tender or exchange offer made by Vale or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in Section 2.8(a)(iv)(B) below), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per ADS on the date fixed for such determination and the denominator of which shall be such Current Market Price per ADS less the then Fair Market Value of the portion of the evidences of indebtedness, shares of capital stock, securities or other assets so distributed applicable to one Vale common preferred class A share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive that distribution shall be increased by multiplying each Fixed Conversion Rate by a fraction, the numerator of which is the Current Market Price per ADS as of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one ADS (or, if such shares of capital stock or equity interests are listed on a national or regional securities exchange, the average of the Daily Closing Price of such security on each of the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day) and the denominator of which is the Current Market Price per ADS as of such fifteenth Scheduled Trading Day. Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 2.8(a) shall occur on the 15th Scheduled Trading Day from, but excluding, the Ex-Date with respect to the Spin-Off.

Debt or Asset Distribution. (A) In case Vale CVRD shall, by dividend or otherwise, distribute to all holders of its common preferred class A shares evidences of its indebtedness, shares of capital stock, securities or other assets (excluding any dividend or distribution referred to in Section 2.8(a)(i) or Section 2.8(a)(ii) hereof, any rights or warrants referred to in Section 2.8(a)(iii) hereof, any dividend or distribution to the extent paid in cash, any consideration payable in connection with a tender or exchange offer made by Vale CVRD or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in Section 2.8(a)(iv)(B) below), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per ADS on the date fixed for such determination and the denominator of which shall be such Current Market Price per ADS less the then Fair Market Value of the portion of the evidences of indebtedness, shares of capital stock, securities or other assets so distributed applicable to one Vale common CVRD preferred class A share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive that distribution shall be increased by multiplying each Fixed Conversion Rate by a fraction, the numerator of which is the Current Market Price per ADS as of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one ADS (or, if such shares of capital stock or equity interests are listed on a national or regional securities exchange, the average of the Daily Closing Price of such security on each of the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day) and the denominator of which is the Current Market Price per ADS as of such fifteenth Scheduled Trading Day. Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 2.8(a) shall occur on the 15th Scheduled Trading Day from, but excluding, the Ex-Date with respect to the Spin-Off.

Debt or Asset Distribution. (A) In case Vale CVRD shall, by dividend or otherwise, distribute to all holders of its common shares evidences of its indebtedness, shares of capital stock, securities or other assets (excluding any dividend or distribution referred to in Section 2.8(a)(i) or Section 2.8(a)(ii) hereof, any rights or warrants referred to in Section 2.8(a)(iii) hereof, any dividend or distribution to the extent paid in cash, any consideration payable in connection with a tender or exchange offer made by Vale CVRD or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in Section 2.8(a)(iv)(B) below), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price per ADS on the date fixed for such determination and the denominator of which shall be such Current Market Price per ADS less the then Fair Market Value of the portion of the evidences of indebtedness, shares of capital stock, securities or other assets so distributed applicable to one Vale CVRD common share, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive that distribution shall be increased by multiplying each Fixed Conversion Rate by a fraction, the numerator of which is the Current Market Price per ADS as of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one ADS (or, if such shares of capital stock or equity interests are listed on a national or regional securities exchange, the average of the Daily Closing Price of such security on each of the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day) and the denominator of which is the Current Market Price per ADS as of such fifteenth Scheduled Trading Day. Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 2.8(a) shall occur on the 15th Scheduled Trading Day from, but excluding, the Ex-Date with respect to the Spin-Off.

Debt or Asset Distribution. (A) In case Vale shall, by dividend If the Company distributes to all or otherwise, distribute to substantially all holders of its common shares Common Stock evidences of its indebtedness, shares of capital stockthe Company’s Capital Stock (other than Common Stock), securities securities, cash or other assets (excluding (1) any dividend or distribution referred as to in which an adjustment was effected pursuant to Section 2.8(a)(i5.01(a)(i), (2) or Section 2.8(a)(ii) hereofany rights, any rights options or warrants referred as to in which an adjustment was effected pursuant to Section 2.8(a)(iii5.01(a)(ii), (3) hereof, any dividend or distribution to the extent paid described in cash, Section 5.01(a)(v) and (4) any consideration payable in connection with a tender or exchange offer made by Vale or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred as to which the provisions set forth in Section 2.8(a)(iv)(B5.01(a)(iv)(B) belowshall apply), then each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Settlement Rate in effect immediately prior to the close of business on the date fixed Record Date for the determination of shareholders entitled to receive such distribution shall be multiplied by a fraction, : (1) the numerator of which shall be is the Current Market Price per ADS on the date fixed for such determination and share of Common Stock, and (2) the denominator of which shall be such is equal to (i) the Current Market Price per ADS less share of Common Stock, minus (ii) the then Fair Market Value on such Record Date of the portion of the evidences of indebtedness, shares of capital stockCapital Stock, securities securities, cash or other assets so distributed applicable to one Vale common share, such share of Common Stock. Any adjustment made pursuant to subparagraph (A) of this clause (iv) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before after the close of business on the record Record Date for such distribution. In the event that such distribution described in subparagraph (A) of this clause (iv) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date fixed the Board of Directors publicly announces its decision not to pay such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company. (B) If a Spin-Off occurs, then each Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for determination of shareholders entitled to receive that the relevant distribution shall instead be increased by multiplying each Fixed Conversion Rate multiplied by a fraction, : (1) the numerator of which is equal to (i) the Current Market Price per ADS as share of Common Stock, plus (ii) the average of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for Closing Prices (as if references to Common Stock in such distribution, plus the Fair Market Value definition were references to such Capital Stock or similar equity interest so distributed) of the portion of those shares of capital stock Capital Stock or similar equity interests so distributed applicable to one ADS share of Common Stock (orover the 10 consecutive Trading Day period commencing on, if such shares of capital stock or equity interests are listed on a national or regional securities exchangeand including, the average effective date of the Daily Closing Price of such security on each of Spin-Off (the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day“Valuation Period”), and (2) and the denominator of which is the Current Market Price per ADS as share of such fifteenth Scheduled Trading DayCommon Stock. Any adjustment made pursuant to the Conversion Rate under subparagraph (B) of this clause (iv)(Biv) shall become effective immediately after the close of business on the last Trading Day of the Valuation Period; provided that, if any Determination Date occurs during the Valuation Period, references immediately above to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including the effective date of such Spin-Off to, and including, such Determination Date for purposes of determining the Fixed Settlement Rates on such Determination Date. In the event that such distribution described in subparagraph (B) of this Section 2.8(aclause (iv) is not so made, each Fixed Settlement Rate shall occur be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the 15th Scheduled Trading Day from, but excluding, the Ex-Date with respect to the Spin-OffCompany.

Debt or Asset Distribution. (A) In case Vale shall, by dividend If the Company distributes to all or otherwise, distribute to substantially all holders of its common shares Class A Common Stock evidences of its indebtedness, shares of capital stockCapital Stock (other than Class A Common Stock), securities securities, cash or other assets (excluding (1) any dividend or distribution referred to described in Section 2.8(a)(i5.01(a)(i), (2) or Section 2.8(a)(ii) hereofany rights, any rights options or warrants referred to described in Section 2.8(a)(iii5.01(a)(ii), (3) hereof, any dividend or distribution to the extent paid described in cash, Section 5.01(a)(v) and (4) any consideration payable in connection with a tender or exchange offer made by Vale or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred as to which the provisions set forth in Section 2.8(a)(iv)(B5.01(a)(iv)(B) belowapply), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Settlement Rate in effect immediately prior to the close of business on the date fixed Record Date for the determination of shareholders entitled to receive such distribution shall be multiplied by a fraction, : (1) the numerator of which shall be is the Current Market Price per ADS on the date fixed for such determination and share of Class A Common Stock, and (2) the denominator of which shall be such is equal to (i) Current Market Price per ADS less share of Class A Common Stock, minus (ii) the then Fair Market Value on such Record Date of the portion of the evidences of indebtedness, shares of capital stockCapital Stock, securities securities, cash or other assets so distributed applicable to one Vale common share, such share of Class A Common Stock. Any adjustment made pursuant to subparagraph (A) of this clause (iv) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before after the close of business on the record Record Date for such distribution. In the event that such distribution described in subparagraph (A) of this clause (iv) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date fixed the Board of Directors publicly announces its decision not to pay such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. (B) If a Spin-Off occurs, each Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for determination of shareholders entitled to receive that the relevant distribution shall instead be increased by multiplying each Fixed Conversion Rate multiplied by a fraction, : (1) the numerator of which is equal to (i) the Current Market Price per ADS as share of Class A Common Stock, plus (ii) the average of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value Closing Prices of the portion of those shares of capital stock Capital Stock or similar equity interests so distributed applicable to one ADS share of Class A Common Stock (ordetermined by reference to the definition of Closing Price as if references therein to Class A Common Stock were to such Capital Stock or similar equity interest) over the 10 consecutive Trading Day period commencing on, if such shares of capital stock or equity interests are listed on a national or regional securities exchangeand including, the average effective date of the Daily Closing Price of such security on each of Spin-Off (the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day“Valuation Period”). (2) and the denominator of which is the Current Market Price per ADS as share of such fifteenth Scheduled Trading DayClass A Common Stock. Any adjustment made pursuant to the Conversion Rate under subparagraph (B) of this clause (iv)(Biv) shall become effective immediately after the close of business on the last Trading Day of the Valuation Period; provided that, if any Determination Date occurs during the Valuation Period, references immediately above to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including the effective date of such Spin-Off to, and including, such Determination Date for purposes of determining the Fixed Settlement Rates on such Determination Date. In the event that such distribution described in subparagraph (B) of this Section 2.8(aclause (iv) is not so made, each Fixed Settlement Rate shall occur on be readjusted, effective as of the 15th Scheduled Trading Day fromdate the Board of Directors publicly announces its decision not to pay such distribution, but excluding, the Ex-Date with respect to the Spin-Offsuch Fixed Settlement Rate that would then be in effect if such distribution had not been declared.

Debt or Asset Distribution. (A) In case Vale shall, by dividend If the Company distributes to all or otherwise, distribute to substantially all holders of its common shares Class A Common Stock evidences of its indebtedness, shares of capital stockCapital Stock (other than Class A Common Stock), securities securities, cash or other assets (excluding (1) any dividend or distribution referred to in covered by Section 2.8(a)(i5.01(a)(i), (2) or Section 2.8(a)(ii) hereofany rights, any rights options or warrants referred to in covered by Section 2.8(a)(iii5.01(a)(ii), (3) hereof, any dividend or distribution to the extent paid in cash, covered by Section 5.01(a)(v) and (4) any consideration payable in connection with a tender or exchange offer made by Vale or any of its subsidiaries, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred as to which the provisions set forth in Section 2.8(a)(iv)(B5.01(a)(iv)(B) belowapply), each Fixed Conversion Rate shall be adjusted so that it shall equal the rate determined by multiplying such Fixed Conversion Settlement Rate in effect immediately prior to the close of business on the date fixed Record Date for the determination of shareholders entitled to receive such distribution shall be multiplied by a fraction, : (1) the numerator of which shall be is the Current Market Price per ADS on the date fixed for such determination and share of Class A Common Stock, and (2) the denominator of which shall be such is equal to (i) Current Market Price per ADS less share of Class A Common Stock, minus (ii) the then Fair Market Value on such Record Date of the portion of the evidences of indebtedness, shares of capital stockCapital Stock, securities securities, cash or other assets so distributed applicable to one Vale common share, such share of Class A Common Stock. Any adjustment made pursuant to subparagraph (A) of this clause (iv) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before after the close of business on the record Record Date for such distribution. In the event that such distribution described in subparagraph (A) of this clause (iv) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date fixed the Board of Directors publicly announces its decision not to pay such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. (B) If a Spin-Off occurs, each Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for determination of shareholders entitled to receive that the relevant distribution shall instead be increased by multiplying each Fixed Conversion Rate multiplied by a fraction, : (1) the numerator of which is equal to (i) the Current Market Price per ADS as share of Class A Common Stock, plus (ii) the average of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Date for such distribution, plus the Fair Market Value Closing Prices of the portion of those shares of capital stock Capital Stock or similar equity interests so distributed applicable to one ADS share of Class A Common Stock (ordetermined by reference to the definition of Closing Price as if references therein to Class A Common Stock were to such Capital Stock or similar equity interest) over the 10 consecutive Trading Day period commencing on, if such shares of capital stock or equity interests are listed on a national or regional securities exchangeand including, the average effective date of the Daily Closing Price of such security on each of Spin-Off (the five consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day“Valuation Period”). (2) and the denominator of which is the Current Market Price per ADS as share of such fifteenth Scheduled Trading DayClass A Common Stock. Any adjustment made pursuant to the Conversion Rate under subparagraph (B) of this clause (iv)(Biv) shall become effective immediately after the close of business on the last Trading Day of the Valuation Period; provided that, if any Determination Date occurs during the Valuation Period, references immediately above to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the effective date of such Spin-Off and such Determination Date for purposes of determining the Fixed Settlement Rates on such Determination Date. In the event that such distribution described in subparagraph (B) of this Section 2.8(aclause (iv) is not so made, each Fixed Settlement Rate shall occur on be readjusted, effective as of the 15th Scheduled Trading Day fromdate the Board of Directors publicly announces its decision not to pay such distribution, but excluding, the Ex-Date with respect to the Spin-Offsuch Fixed Settlement Rate that would then be in effect if such distribution had not been declared.

Debt or Asset Distribution. (A) In case Vale shall, by dividend or otherwise, distribute to all holders If the Company distributes shares of its common shares Capital Stock, evidences of its indebtedness, shares other assets or property of capital stockthe Company or rights, securities options or warrants to acquire Capital Stock or other assets securities of the Company, to all or substantially all holders of Common Stock, excluding (excluding any dividend 1) dividends, distributions or distribution referred issuances as to in which an adjustment was effected pursuant to Section 2.8(a)(i5.01(a)(i) or Section 2.8(a)(ii5.01(a)(ii), (2) hereof, any rights dividends or warrants referred distributions paid exclusively in cash as to which the provisions set forth in Section 2.8(a)(iii5.01(a)(iv) hereofshall apply, any dividend or distribution to the extent paid in cash, any consideration payable in connection with a tender or exchange offer made by Vale or any (3) distributions of its subsidiaries, and any dividend of shares of capital stock of any class or seriesExchange Property issued upon conversion of, or similar equity interestsin exchange for, of or relating to Common Stock in a subsidiary or other business unit transaction described in the case of a Section 5.02 and (4) Spin-Off referred Offs as to which the provisions set forth below in this Section 2.8(a)(iv)(B5.01(a)(iii) below)shall apply, then each Fixed Conversion Settlement Rate shall will be adjusted so that it shall equal increased based on the rate determined by multiplying following formula: where, SR0 = such Fixed Conversion Settlement Rate in effect immediately prior to the close of business on the date fixed Record Date for such distribution; SR1 = such Fixed Settlement Rate in effect immediately after the determination close of shareholders entitled to receive business on such distribution by a fractionRecord Date; SP0 = the average of the Closing Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the numerator of which shall be Trading Day immediately preceding the Current Market Price per ADS on the date fixed Ex-Dividend Date for such determination distribution; and FMV= the denominator of which shall be such Current Market Price per ADS less fair market value (as determined by the then Fair Market Value Company) of the portion shares of the Capital Stock, evidences of indebtedness, shares assets, property, rights, options or warrants distributed with respect to each outstanding share of capital stock, securities or other assets so distributed applicable Common Stock on the Record Date for such distribution. Any increase made pursuant to one Vale common share, such adjustment to subparagraph (A) of this clause (iii) shall become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 2.8(a) shall not be applicable. (B) In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before after the close of business on the record date fixed for determination of shareholders entitled to receive that distribution shall be increased by multiplying each Fixed Conversion Rate by a fraction, the numerator of which is the Current Market Price per ADS as of the fifteenth Scheduled Trading Day for the ADSs after the Ex-Record Date for such distribution. If such distribution described in subparagraph (A) of this clause (iii) is not so paid or made, plus the Fair Market Value Fixed Settlement Rates shall be decreased to be the Fixed Settlement Rates that would then be in effect if such distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the portion foregoing increase, each Holder of those a Purchase Contract shall receive, in respect of each Purchase Contract, at the same time and upon the same terms as holders of Common Stock and without having to early settle their Purchase Contracts, the amount and kind of the Company’s Capital Stock, evidences of its indebtedness, other assets or property of the Company or rights, options or warrants to acquire the Company’s Capital Stock or other securities that such holder would have received if such holder owned a number of shares of capital stock Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the distribution. (B) With respect to an adjustment pursuant to this Section 5.01(iii) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interests so distributed applicable interest, of or relating to one ADS (any Subsidiary or other business unit of the Company, that are, or, if such shares of capital stock when issued, will be, listed or equity interests are listed admitted for trading on a U.S. national or regional securities exchangeexchange (a “Spin-Off”), then each Fixed Settlement Rate shall be increased based on the following formula: where, SR0 = such Fixed Settlement Rate in effect immediately prior to the end of the Valuation Period; SR1 = such Fixed Settlement Rate in effect immediately after the end of the Valuation Period; FMV0= the average of the Daily Closing Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of Common Stock (determined by reference to the definition of Closing Price of as if references therein to Common Stock were to such security on each of Capital Stock or similar equity interest) over the five first 10 consecutive Scheduled Trading Days for such security ending on such fifteenth Scheduled Trading Day) and the denominator of which is the Current Market Price per ADS as of such fifteenth Scheduled Trading Day. Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 2.8(a) shall occur on the 15th Scheduled Trading Day fromperiod after, but excludingand including, the Ex-Dividend Date with respect to of the Spin-OffOff (the “Valuation Period”); and MP0 = the average of the Closing Prices of the Common Stock over the Valuation Period. The adjustment to the Fixed Settlement Rates under the preceding paragraph will occur at the close of business on the last Trading Day of the Valuation Period; provided that, if any Determination Date occurs during the Valuation Period, the reference in the preceding paragraph to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed from, and including the Ex-Dividend Date of such Spin-Off to, and including, such Determination Date for purposes of determining the Fixed Settlement Rates.