Common use of Distributions of Other Assets Clause in Contracts

Distributions of Other Assets. If the Designated Issuer shall, after the date hereof, declare or pay a dividend or make a distribution to all holders of Common Stock, in either case, of evidences of its indebtedness or other non-cash assets (excluding any dividends or distributions referred to in paragraph (a) above) or shall issue to all holders of Common Stock rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in paragraph (b) above), then, in each such case, 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 per share of the Common Stock, and the denominator of which shall be such Then-Current Market Price per share less the fair market value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) as of the time the adjustment is effected of the portion of the assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of 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 (c) 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 (c) 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 fair market value of such indebtedness, assets, rights or warrants (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 issued.

Distributions of Other Assets. If the Designated Issuer shall, after the date hereof, declare or pay a dividend or make a distribution to all holders of Common Stock, in either case, of evidences of its indebtedness or other non-cash assets (excluding any dividends or distributions referred to in paragraph (a) above) or shall issue to all holders of Common Stock rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in paragraph (b) above), then, in each such case, 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 per share of the Common Stock, and the denominator of which shall be such Then-Current Market Price per share less the fair market value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) as of the time the adjustment is effected of the portion of the assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of 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 (c) 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 (c) 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 fair market value of such indebtedness, assets, rights or warrants (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 issued.]

Distributions of Other Assets. If the a Designated Issuer shall, after the date hereof, declare or pay a dividend or make a distribution to all holders of Common Stock, in either caseof any class of its capital stock, the capital stock of a subsidiary of such Designated Issuer, evidences of its indebtedness or other non-cash assets (excluding any dividends or distributions referred to in paragraph (a) above) or shall issue to all holders of Common Stock rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in paragraph (b) above), then, in each such case, Starting Value for the Exchange Rate calculation of the Periodic Capped Return for the next occurring Reset Date after such event shall be multiplied by a Dilution Adjustment equal to a fraction, (i) the numerator of which shall be (A) the Then-Current Market Price per share of the Common Stock, and the denominator of which shall be such Then-Current Market Price per share less (B) the fair market value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) as of the time the adjustment is effected of the portion of the capital stock, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of Common Stock, and (ii) the denominator of which shall be the Then-Current Market Price of one share 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 (c) would otherwise apply, the denominator numerator in the fraction referred to in the 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 (c) 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 fair market value of such indebtedness, assets, rights or warrants (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 issuedissued with respect to the number shares of Common Stock represented by the Forward Contract for that series.]

Distributions of Other Assets. If the a Designated Issuer shall, after the date hereof, declare or pay a dividend or make a distribution to all holders of Common Stock, in either caseof any class of its capital stock, the capital stock of one or more Subsidiaries of such Designated Issuer, evidences of its indebtedness or other non-cash assets (assets, excluding any dividends or distributions referred to in paragraph (a) above) , or shall issue to all holders of Common Stock rights or warrants to subscribe for or purchase any of its securities (or one or more of its Subsidiaries' securities, other than rights or warrants referred to in paragraph (b) above), then, in each such case, the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for the Reset Period ending on the Reset Date next occurring after such event shall be multiplied by a Dilution Adjustment equal to a fraction, (i) the numerator of which shall be (A) the Then-Current Market Price per one share of the Common Stock, and the denominator of which shall be such Then-Current Market Price per share less (B) the fair market value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company, whose determination shall be final) as of the time the adjustment is effected of the portion of the capital stock, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one share of Common Stock, and (ii) the denominator of which shall be the Then-Current Market Price of one share of the Common Stock. If any capital stock declared or paid as dividend or otherwise distributed or issued to all holders of Common Stock consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by Citigroup Global Markets Inc., as the calculation agent, by reference to the price one share of such capital stock on the principal market on which it is traded as of the time the adjustment is effected. The Appreciation Cap shall also fair market value of any other distribution or issuance referred to in this paragraph will be adjusted in determined by a nationally recognized independent investment banking firm retained for this purpose by the manner described in subparagraph (e)Company, whose determination will be final. Notwithstanding the foregoing, in the event that, with respect to any dividend or distribution to which this paragraph (c) would otherwise apply, the denominator numerator in the fraction referred to in the 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 (c) not be made and in lieu of such adjustment, on the Maturity Date, the Company shall deliver to the Holders of the Securities shall be entitled to receive an additional amount of cash equal to the product of (A) the number of the Securities held by such Holder multiplied by (B) the fair market value of such indebtedness, assets, rights or warrants (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 issuedissued with respect to the number shares of Common Stock represented by the Forward Contract for that series.