Common use of Other Adjustment Events Clause in Contracts

Other Adjustment Events. In the event of (i) any dividend or distribution by The Learning Company to all holders of Learning Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any common shares issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by The Learning Company to all holders of Learning Common Stock of rights or warrants (other than rights or warrants referred to in paragraph (a)(ii) of this Section), (ii) any consolidation or merger of The Learning Company with or into another entity (other than a merger or consolidation in which The Learning Company is the continuing corporation and in which the Learning Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of The Learning Company or another corporation), (iii) any sale, transfer, lease or conveyance to another corporation of the property of The Learning Company as an entirety or substantially as an entirety, (iv) any statutory exchange of securities of The Learning Company with another corporation (other than in connection with a merger or acquisition) or (v) any liquidation, dissolution or winding up of The Learning Company (any such event, an "Adjustment Event"), the property receivable by Holders of DECS at Maturity shall be subject to adjustment from time to time as follows: (1) Each holder of a DECS will receive at Maturity, in lieu of or (in the case of an Adjustment Event described in clause (i) of this paragraph (b)) in addition to, the shares of Learning Common Stock that it would otherwise receive as required by Section 2.02, cash in an amount equal to (A) if the Maturity Price is greater than or equal to the Threshold Appreciation Price, 0.8309 multiplied by the Transaction Value, (B) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, the product of (x) the Initial Price divided by the Maturity Price multiplied by (y) the Transaction Value and (C) if the Maturity Price is less than or equal to the Initial Price, the Transaction Value. (2) Following an Adjustment Event, the Maturity Price, as such term is used in subparagraph (b)(1) above and throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Learning Common Stock are outstanding at Maturity, subject to Section 2.04(b)(2)(B), the Maturity Price of the shares of Learning Common Stock, as adjusted pursuant to the provisions of paragraph (a)(iv) of this Section, plus the Transaction Value or (B) if shares of Learning Common Stock are not outstanding at maturity (or if the Learning Common Stock, as a result of an Adjustment Event, is not (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting or (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization, and for which bid and ask prices are not available from at least three nationally recognized investment banking firms), the Transaction Value. (3) Notwithstanding the foregoing, with respect to any securities received in an Adjustment Event that (A) are (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting, (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization or (iv) for which bid and ask prices are available from at least three nationally recognized investment banking firms and (B) are either (x) perpetual equity securities or (y) non-perpetual equity or debt securities with a stated maturity after the Stated Maturity ("Reported Securities"), the Company may, at its option, in lieu of delivering the amount of cash deliverable in respect of Reported Securities received in an Adjustment Event, as determined in accordance with subparagraph (b)(1), deliver a number of such Reported Securities with a value equal to such cash amount, as determined in accordance with clause (b) of the definition of Transaction Value set forth in Section 1.01; provided, however, that (i) if such option is exercised, the Company shall deliver Reported Securities in respect of all, but not less than all, cash amounts that would otherwise be deliverable in respect of Reported Securities received in an Adjustment Event, (ii) the Company may not exercise such option if the Company has elected to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity or if such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Company must exercise such option if the Company does not elect to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity. If the Company elects to deliver Reported Securities, each holder of a DECS will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Reported Securities. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) the Company may no longer elect to deliver such Reported Security in lieu of an equivalent amount of cash and (y) notwithstanding clause (b) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Company. (4) The amount of cash and/or the kind and number of securities into which the DECS shall be exchangeable after an Adjustment Event shall be subject to adjustment following such Adjustment Event in the same manner and upon the occurrence of the same type of events as described in paragraphs (a) and (b) of this Section with respect to Learning Common Stock and The Learning Company. (5) For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with respect to any consecutive 365-day period, any dividend with respect to Learning Common Stock paid in cash to the extent that the amount of such dividend, together with the aggregate amount of all other dividends on Learning Common Stock paid in cash during such 365-day period, does not exceed on a per-share basis 10% of the average of the Closing Prices of Learning Common Stock over such 365-day period. For purposes of this subparagraph (b)(5), any cash dividend shall be deemed to be paid as of the record date for such cash dividend.

Other Adjustment Events. In the event of (i) any dividend or distribution by The Learning Company to all holders of Learning Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any common shares issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by The Learning Company to all holders of Learning Common Stock of rights or warrants (other than rights or warrants referred to in paragraph (a)(ii) of this Section), (ii) any consolidation or merger of The Learning Company with or into another entity (other than a merger or consolidation in which The Learning Company is the continuing corporation and in which the Learning Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of The Learning Company or another corporation), (iii) any sale, transfer, lease or conveyance to another corporation of the property of The Learning Company as If an entirety or substantially as an entirety, (iv) any statutory exchange of securities of The Learning Company with another corporation (other than in connection with a merger or acquisition) or (v) any liquidation, dissolution or winding up of The Learning Company (any such event, an "Adjustment Event")Event occurs, the ----------------------- property receivable by Holders holders of DECS SAILS at Maturity maturity shall be subject to adjustment from time to time as follows: (1) Each holder of a DECS SAILS will receive at Maturity, in lieu of or (in the case of an Adjustment Event described in clause (i) of this paragraph (b)the definition thereof) in addition to, the shares each share of Learning IBC Common Stock that it would otherwise receive (as required by Section 2.022.02 and utilizing the Maturity Price described in subparagraph (b)(2) below), cash in an amount equal to (A) if the Maturity Price is greater than or equal to the Threshold Appreciation Price, 0.8309 0.8197 multiplied by the Transaction Value, (B) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, the product of (x) the Initial Price divided by the Maturity Price multiplied by (y) the Transaction Value and (C) if the Maturity Price is less than or equal to the Initial Price, the Transaction Value. (2) Following an Adjustment Event, the Maturity Price, as such term is used throughout the definition of Exchange Rate and in subparagraph (b)(1) above and throughout the definition of Exchange Rateabove, shall be deemed to equal (A) if shares of Learning Common Stock are outstanding at Maturity, subject to Section 2.04(b)(2)(B), the Maturity Price of the shares of Learning the IBC Common Stock, Stock as adjusted pursuant to the provisions of the last paragraph (a)(ivof Section 2.04(a) of this Sectionhereof, plus the Transaction Value or (B) if shares of Learning Common Stock are not outstanding at maturity (or if the Learning Common Stock, as a result of an Adjustment Event, is not (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting or (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization, and for which bid and ask prices are not available from at least three nationally recognized investment banking firms), the Transaction Value. (3) Notwithstanding the foregoing, with respect to any securities Reported Securities received in an such Adjustment Event that (A) are (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting, (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization or (iv) for which bid and ask prices are available from at least three nationally recognized investment banking firms and (B) are either (x) perpetual equity securities or (y) non-perpetual equity or debt securities with a stated maturity after the Stated Maturity ("Reported Securities")Event, the Company may, at its option, in lieu of delivering the amount of cash deliverable in respect of Reported Securities received in an Adjustment Event, as determined in accordance with subparagraph (b)(1b)(l), deliver a number of such Reported Securities with a value equal to such cash amount, as determined in accordance with clause (b) of the definition of Transaction Value set forth in Section 1.01Value, as applicable; provided, however, that (i) if such option is exercised, the Company shall deliver Reported Securities in respect of all, but not less than all, cash amounts that would otherwise be deliverable in respect of Reported Securities received in an Adjustment Event, (ii) the Company may not exercise such option if the Company has elected to deliver cash in lieu of Learning the shares of IBC Common Stock, if any, deliverable upon Maturity or if such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto, thereto and (iii) subject to clause (ii) of this proviso, the Company must exercise such option if the Company does not elect to deliver cash in lieu of Learning the shares of IBC Common Stock, if any, deliverable upon Maturity. If the Company elects to deliver Reported Securities, each holder of a DECS SAILS will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Reported Securities. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) the Company may no longer elect to deliver such Reported Security in lieu of an equivalent amount of cash and (y) notwithstanding clause (b) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Company. (4) The amount of cash and/or the kind and number of securities into which the DECS SAILS shall be exchangeable after an Adjustment Event shall be subject to adjustment following the date of such Adjustment Event in the same manner and upon the occurrence of the same type of events as described in paragraphs (a) and (b) of this Section with respect to Learning shares of IBC Common Stock and The Learning CompanyIBC. (5) For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with respect to any consecutive 365-day period, any dividend with respect to Learning IBC Common Stock paid in cash to the extent that the amount of such dividend, together with the aggregate amount of all other dividends on Learning the IBC Common Stock paid in cash during such 365-day period, does not exceed on a per-per share basis 10% of the average of the Closing Prices per share of Learning IBC Common Stock over such 365-day period. For purposes of this subparagraph (b)(5), any cash dividend shall be deemed to be paid as of the record date for such cash dividend.

Other Adjustment Events. In the event of (i) any dividend or distribution by The Learning Company AirTouch to all holders of Learning AirTouch Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any shares of common shares stock issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by The Learning Company AirTouch to all holders of Learning AirTouch Common Stock of rights or warrants to subscribe for or purchase any of its securities (other than rights or warrants referred to in paragraph (a)(ii) of this Section), (ii) any consolidation or merger of The Learning Company AirTouch with or into another entity (other than a merger or consolidation in which The Learning Company AirTouch is the continuing corporation and in which the Learning AirTouch Common Stock outstanding immediately prior to the merger or consolidation are is not exchanged for cash, securities or other property of The Learning Company AirTouch or another corporation), (iii) any sale, transfer, lease or conveyance to another corporation of the property of The Learning Company AirTouch as an entirety or substantially as an entirety, (iv) any statutory exchange of securities of The Learning Company AirTouch with another corporation (other than in connection with a merger or acquisition) or (v) any liquidation, dissolution or winding up of The Learning Company AirTouch (any such event, an "Adjustment Event"), the property receivable by Holders of DECS PIES at Maturity shall be subject to adjustment from time to time as follows: (1) Each holder Holder of a DECS PIES will receive at Maturity, in lieu of or (in the case of an Adjustment Event described in clause (i) of this paragraph (b)) in addition to, the shares of Learning AirTouch Common Stock that it would otherwise receive as required by Section 2.02202, cash in an amount equal to (A) if the Maturity Price is greater than or equal to the Threshold Appreciation Price, 0.8309 - multiplied by the Transaction Value, (B) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, the product of (x) the Initial Price divided by the Maturity Price multiplied by (y) the Transaction Value and (C) if the Maturity Price is less than or equal to the Initial Price, the Transaction Value. (2) Following an Adjustment Event, the Maturity Price, as such term is used throughout the definition of Exchange Rate and in subparagraph (b)(1) above and throughout the definition of Exchange Rateabove, shall be deemed to equal (A) if shares of Learning AirTouch Common Stock are outstanding at Maturity, subject to Section 2.04(b)(2)(B), the Maturity Price of the shares of Learning AirTouch Common Stock, as adjusted pursuant to the provisions of paragraph (a)(iv) of this Section, plus the Transaction Value or (B) if shares of Learning AirTouch Common Stock are not outstanding at maturity (or if the Learning Common Stock, as a result of an Adjustment Event, is not (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting or (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization, and for which bid and ask prices are not available from at least three nationally recognized investment banking firms)Maturity, the Transaction Value. (3) Notwithstanding the foregoing, with respect to any securities received in an Adjustment Event that (A) are (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting, (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization or (iv) for which bid and ask prices are available from at least three nationally recognized investment banking firms and (B) are either (x) perpetual equity securities or (y) non-perpetual equity or debt securities with a stated maturity after the Stated Maturity ("Reported Securities"), the Company may, at its option, in lieu of delivering the amount of cash deliverable in respect of all or a percentage (selected by the Company in its discretion) of such Reported Securities received in an Adjustment Event, as determined in accordance with subparagraph (b)(1), deliver a number of such Reported Securities with a value equal to all cash amounts that would otherwise be deliverable in respect of all or such cash amountpercentage of Reported Securities received in such Adjustment Event, as determined in accordance with clause (b) of the definition of Transaction Value set forth in Section 1.01101; providedPROVIDED, howeverHOWEVER, that (i) if such option is exercised, the Company shall deliver Reported Securities exercised in respect of all, but not less than all, all cash amounts that would otherwise be deliverable in respect of Reported Securities received in an Adjustment Event, the Company shall deliver all cash amounts as to which such option has not been exercised and (ii) the Company may not exercise such option if the Company has elected to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity or if such Reported Securities have not yet been delivered to the holders Holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Company must exercise such option if the Company does not elect to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity. If the Company elects to deliver delivers any Reported Securities, each holder Holder of a DECS PIES will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Reported Securities. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) the Company may no longer elect to deliver such Reported Security in lieu of an equivalent amount of cash and (y) notwithstanding clause (b) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Company. (4) The amount of cash and/or the kind and number of securities into which the DECS PIES shall be exchangeable after an Adjustment Event shall be subject to adjustment following the date of such Adjustment Event in the same manner and upon the occurrence of the same type of events as described in paragraphs (a) and (b) of this Section with respect to Learning AirTouch Common Stock and The Learning CompanyAirTouch. (5) For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with respect to any consecutive 365-day period, any dividend with respect to Learning AirTouch Common Stock paid in cash to the extent that the amount of such dividend, together with the aggregate amount of all other dividends on Learning the AirTouch Common Stock paid in cash during such 365-day period, does not exceed on a per-per share basis 10% of the average of the Closing Prices of Learning the AirTouch Common Stock over such 365-day periodperiod (the amount of cash dividends paid on a per share basis to be appropriately adjusted to reflect the occurrence during such period of any Adjustment Event described in Section 205(a)). For purposes of this subparagraph (b)(5), any cash dividend shall be deemed to be paid as of the record date for such cash dividend.

Other Adjustment Events. In the event of (i) any dividend or distribution by The Learning Company to all holders of Learning Common Stock ADRs of evidences of its indebtedness or other assets cash (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any common shares issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by The Learning Company to all holders of Learning Common Stock of rights or warrants Dividends received from Vodafone on the Vodafone Ordinary Shares), securities (other than rights distributions of securities constituting Dilution Events) or warrants referred to in paragraph (a)(ii) of this Section)other assets, (ii) any consolidation or merger of The Learning Company Vodafone with or into another entity (other than a merger or consolidation in which The Learning Company Vodafone is the continuing corporation after the consolidation or merger and in which the Learning Common Stock Vodafone ADRs outstanding immediately prior to before the consolidation or merger or consolidation are not exchanged for cash, securities or other property of The Learning Company Vodafone or another corporation), or (iii) any sale, transfer, lease or conveyance to another corporation of the property of The Learning Company as an entirety or substantially as an entirety, (iv) any statutory exchange of securities of The Learning Company with another corporation (other than in connection with a merger or acquisition) or (v) any liquidation, dissolution or winding up of The Learning Company Vodafone (any such event, an "Adjustment Event"), the property receivable by Holders of DECS PIES at Maturity shall be subject to adjustment from time to time as follows: (1) Each holder Holder of a DECS PIES will receive at Maturity, in lieu of or (in the case of an Adjustment Event described in clause (i) of this paragraph (b)) in addition to, the shares of Learning Common Stock Vodafone ADRs that it would otherwise receive as required by Section 2.02202, cash in an amount equal to (A) if the Maturity Price is greater than or equal to the Threshold Appreciation Price, 0.8309 $______ multiplied by the Transaction Value, (B) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, the product of (x) the Initial Price divided by the Maturity Price multiplied by (y) the Transaction Value and (C) if the Maturity Price is less than or equal to the Initial Price, the Transaction Value. (2) Following an Adjustment Event, the Maturity Price, as such term is used throughout the definition of Exchange Ratio and in subparagraph (b)(1) above and throughout the definition of Exchange Rateabove, shall be deemed to equal (A) if shares of Learning Common Stock Vodafone ADRs are outstanding at Maturity, subject to Section 2.04(b)(2)(B), the Maturity Price of the shares of Learning Common Stock, as adjusted pursuant to the provisions of paragraph (a)(iv) of this SectionVodafone ADRs, plus the Transaction Value Value, or (B) if shares of Learning Common Stock Vodafone ADRs are not outstanding at maturity (or if the Learning Common Stock, as a result of an Adjustment Event, is not (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting or (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization, and for which bid and ask prices are not available from at least three nationally recognized investment banking firms)Maturity, the Transaction Value. (3) Notwithstanding the foregoing, with respect to any securities received in an Adjustment Event that (A) are (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reportingreporting (iii) reported on a Qualifying European Securities Exchange, (iiiiv) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization or (ivv) for which bid and ask prices are available from at least three nationally recognized investment banking firms and (B) are either (x) perpetual equity or debt securities or (y) non-perpetual equity or debt securities with a stated maturity after the Stated Maturity ("Reported Securities"), the Company may, at its option, in lieu of delivering the amount of cash deliverable in respect of all or a percentage (selected by the Company in its discretion) of such Reported Securities received in an Adjustment Event, as determined in accordance with subparagraph (b)(1)the definition of "Transaction Value" set forth in Section 101, deliver a number of such Reported Securities with a value equal to all cash amounts that would otherwise be deliverable in respect of all or such cash amountpercentage of Reported Securities received in such Adjustment Event, as determined in accordance with clause (b) of the definition of "Transaction Value Value" set forth in Section 1.01101; providedPROVIDED, howeverHOWEVER, that (i) if such option is exercised, the Company shall deliver Reported Securities exercised in respect of all, but not less than all, all cash amounts that would otherwise be deliverable in respect of Reported Securities received in an Adjustment Event, the Company shall deliver all cash amounts as to which such option has not been exercised and (ii) the Company may not exercise such option if the Company has elected to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity or if such Reported Securities have not yet been delivered to the holders Holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Company must exercise such option if the Company does not elect to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity. If the Company elects to deliver delivers any Reported Securities, each holder Holder of a DECS PIES will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Reported Securities. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) the Company may no longer elect to deliver such Reported Security in lieu of an equivalent amount of cash and (y) notwithstanding clause (b) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Company. (4) The amount of cash and/or the kind and number of securities into which the DECS PIES shall be exchangeable after an Adjustment Event shall be subject to adjustment following the date of such Adjustment Event in the same manner and upon the occurrence of the same type of events as described in paragraphs (a) and (b) of this Section with respect to Learning Common Stock and The Learning CompanyVodafone ADRs. (5) For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with respect to any consecutive 365-day period, any dividend with respect to Learning Common Stock paid in cash to the extent that the amount of such dividend, together with the aggregate amount of all other dividends on Learning Common Stock paid in cash during such 365-day period, does not exceed on a per-share basis 10% of the average of the Closing Prices of Learning Common Stock over such 365-day period. For purposes of this subparagraph (b)(5), any cash dividend shall be deemed to be paid as of the record date for such cash dividend.

Other Adjustment Events. In the event of (i) any dividend or distribution by The Learning Company to all holders of Learning Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any common shares issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any issuance by The Learning Company to all holders of Learning Common Stock of rights or warrants (other than rights or warrants referred to in paragraph (a)(ii) of this the Section), (ii) any consolidation or merger of The Learning Company with or into another entity (other than a merger or consolidation in which The Learning Company is the continuing corporation and in which the Learning Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities or other property of The Learning Company or another corporation), (iii) any sale, transfer, lease or conveyance to another corporation of the property of The Learning Company as an entirety or substantially as an entirety, (iv) any statutory exchange of securities of The Learning Company with another corporation (other than in connection with a merger or acquisition) or (v) any liquidation, dissolution or winding up of The Learning Company (any such event, an "Adjustment Event"), the property receivable by Holders of DECS at Maturity shall be subject to adjustment from time to time as follows: (1) Each holder of a DECS will receive at Maturity, in lieu of or (in the case of an Adjustment Event described in clause (i) of this paragraph (b)) in addition to, the shares of Learning Common Stock that it would otherwise receive as required by Section 2.02, cash in an amount equal to (A) if the Maturity Price is greater than or equal to the Threshold Appreciation Price, 0.8309 ______ multiplied by the Transaction Value, (B) if the Maturity Price is less than the Threshold Appreciation Price but is greater than the Initial Price, the product of (x) the Initial Price divided by the Maturity Price multiplied by (y) the Transaction Value and (C) if the Maturity Price is less than or equal to the Initial Price, the Transaction Value. (2) Following an Adjustment Event, the Maturity Price, as such term is used in subparagraph (b)(1) above and throughout the definition of Exchange Rate, shall be deemed to equal (A) if shares of Learning Common Stock are outstanding at Maturity, subject to Section 2.04(b)(2)(B), the Maturity Price of the shares of Learning Common Stock, as adjusted pursuant to the provisions of paragraph (a)(iv) of this Section, plus the Transaction Value or (B) if shares of Learning Common Stock are not outstanding at maturity (or if the Learning Common Stock, as a result of an Adjustment Event, is not (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting or (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization, and for which bid and ask prices are not available from at least three nationally recognized investment banking firms), the Transaction Value. (3) Notwithstanding the foregoing, with respect to any securities received in an Adjustment Event that (A) are (i) listed on a United States national securities exchange, (ii) reported on a United States national securities system subject to last sale reporting, (iii) traded in the over-the-counter market and reported on the National Quotation Bureau or similar organization or (iv) for which bid and ask prices are available from at least three nationally recognized investment banking firms and (B) are either (x) perpetual equity securities or (y) non-perpetual equity or debt securities with a stated maturity after the Stated Maturity ("Reported Securities"), the Company may, at its option, in lieu of delivering the amount of cash deliverable in respect of Reported Securities received in an Adjustment Event, as determined in accordance with subparagraph (b)(1), deliver a number of such Reported Securities with a value equal to such cash amount, as determined in accordance with clause (b) of the definition of Transaction Value set forth in Section 1.01; provided, however, that (i) if such option is exercised, the Company shall deliver Reported Securities in respect of all, but not less than all, cash amounts that would otherwise be deliverable in respect of Reported Securities received in an Adjustment Event, (ii) the Company may not exercise such option if the Company has elected to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity or if such Reported Securities have not yet been delivered to the holders entitled thereto following such Adjustment Event or any record date with respect thereto, and (iii) subject to clause (ii) of this proviso, the Company must exercise such option if the Company does not elect to deliver cash in lieu of Learning Common Stock, if any, deliverable upon Maturity. If the Company elects to deliver Reported Securities, each holder of a DECS will be responsible for the payment of any and all brokerage and other transaction costs upon the sale of such Reported Securities. If, following any Adjustment Event, any Reported Security ceases to qualify as a Reported Security, then (x) the Company may no longer elect to deliver such Reported Security in lieu of an equivalent amount of cash and (y) notwithstanding clause (b) of the definition of Transaction Value, the Transaction Value of such Reported Security shall mean the fair market value of such Reported Security on the date such security ceases to qualify as a Reported Security, as determined by a nationally recognized investment banking firm retained for this purpose by the Company. (4) The amount of cash and/or the kind and number of securities into which the DECS shall be exchangeable after an Adjustment Event shall be subject to adjustment following such Adjustment Event in the same manner and upon the occurrence of the same type of events as described in paragraphs (a) and (b) of this Section with respect to Learning Common Stock and The Learning Company. (5) For purposes of the foregoing, the term "Ordinary Cash Dividend" means, with respect to any consecutive 365-day period, any dividend with respect to Learning Common Stock paid in cash to the extent that the amount of such dividend, together with the aggregate amount of all other dividends on Learning Common Stock paid in cash during such 365-day period, does not exceed on a per-share basis 10% of the average of the Closing Prices of Learning Common Stock over such 365-day period. For purposes of this subparagraph (b)(5), any cash dividend shall be deemed to be paid as of the record date for such cash dividend.Initial