Distributions of Other Assets. If the Company 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, of which the numerator shall be the Then-Current Market Price per share of the Common Stock, and of which the denominator 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 Administrator) as of the time the adjustment is effected of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants applicable to one share of Common Stock. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in subparagraph (e).
Appears in 5 contracts
Samples: Purchase Agreement (CVS Automatic Common Exchange Security Trust), Purchase Agreement (Estee Lauder Automatic Common Exchange Security Trust), Purchase Agreement (Third Automatic Common Exchange Security Trust)
