Common use of Initial Adjustment Upon Triggering Event Clause in Contracts

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Stock in the case of a GGD Stock Right, GZBX Stock in the case of a GZBX Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then current per share market price of the GGD Stock, GZBX Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARES"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6, 7(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence ---------------------------------------- of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Common Stock in the case of a GGD Stock Right, GZBX Stock in the case of a GZBX Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then "current per share market price price" of the GGD Stock, GZBX Common Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARESAdjustment Shares"). Notwithstanding the foregoing, upon the occurrence of the ----------------- Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate Rights Certificates issued pursuant with respect to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to holders shall bear the legend described in Section 6, 7(d3(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Stock in the case of a GGD Stock Right, GZBX GTR Stock in the case of a GZBX GTR Stock Right, and GMO Stock in the case of a GMO Stock Right, and GSP Stock in the case of a GSP Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then current per share market price of the GGD Stock, GZBX GTR Stock, GMO Stock or GMO GSP Stock in the case of a GGD Stock Right, GTR Stock Right, GZBX GMO Stock Right or GMO GSP Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARESAdjustment Shares"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6, 7(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Stock in the case of a GGD Stock Right, GZBX GTR Stock in the case of a GZBX GTR Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then current per share market price of the GGD Stock, GZBX GTR Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX GTR Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARESAdjustment Shares"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6, 7(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED that THAT the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Stock in the case of a GGD Stock Right, GZBX Stock in the case of a GZBX Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one onetwo-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then current per share market price of the GGD Stock, GZBX Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARESAdjustment Shares"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6, 7(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Common Stock in the case of a GGD Stock Right, GZBX Stock in the case of a GZBX Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then "current per share market price price" of the GGD Stock, GZBX Common Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARES"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate Rights Certificates issued pursuant with respect to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to holders shall bear the legend described in Section 6, 7(d3(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.

Initial Adjustment Upon Triggering Event. Upon the first occurrence of a Triggering Event (except as otherwise provided in this Agreement), proper provision shall be made so that each holder of a Right, except as provided below and in Section 7(e) hereof, shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of Preferred Shares and subject to the provisions of Section 11(a), such number of shares of GGD Common Stock in the case of a GGD Stock Right, GZBX Stock in the case of a GZBX Stock Right, and GMO Stock in the case of a GMO Stock Right as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one onetwo-hundredths of a Preferred Share for which a Right was exercisable immediately prior to the Triggering Event (whether or not such Right was then exercisable), and dividing that product (which, following such Triggering Event, shall be referred to as the "Purchase Price" for all purposes of this Agreement) by (y) 50% of the then current per share market price of the GGD Stock, GZBX Common Stock or GMO Stock in the case of a GGD Stock Right, Right, GZBX Stock Right or GMO Stock Right, respectively (determined pursuant to Section 11(d)), on the date of the occurrence of the Triggering Event (such number of shares being referred to herein as the "ADJUSTMENT SHARESAdjustment Shares"). Notwithstanding the foregoing, upon the occurrence of the Triggering Event, any Rights that are or were on or after the earlier of the Distribution Date or the date of the Triggering Event beneficially owned by an Acquiring Person (or any Associate or Affiliate of such Acquiring Person) or by certain transferees of such Persons as specified in Section 7(e), shall become void and any holder (including subsequent holders) of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. Any Right Certificate issued pursuant to Section 3 or Section 22 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof and any Right Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such Acquiring Person, Associate or Affiliate, and any Right Certificate issued pursuant to Section 6, 7(d), 7(e) or 22 hereof or this Section 11 upon transfer, exchange, replacement or adjustment of any other Right Certificate referred to in this sentence, shall contain the following legend: The Rights represented by this Right Certificate were issued to a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become void in the circumstances specified in the Rights Agreement, including Sections 7(e) and 11(a)(ii) thereof; PROVIDED provided that the Rights Agent shall not be under any responsibility to ascertain the existence of facts that would require the imposition of such legend but shall be required to impose such legend only if instructed to do so by the Company or if a holder fails to certify upon transfer or exchange in the space provided on the Right Certificate that such holder is not an Acquiring Person or an Affiliate or Associate thereof.