Common use of Self Tender Offers and Exchange Offers Clause in Contracts

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable Law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall be readjusted to be such Exercise Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = SP0= the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. OS0 = OS0= the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = AC= the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of DirectorsBoard. Any adjustment made pursuant to this Section 15(fVII(g) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation or one of its Subsidiaries subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation or such Subsidiary subsidiary is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = Where SP0= the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. OS0 = OS0= the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = AC= the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of DirectorsBoard. Any adjustment made pursuant to this Section 15(fclause (f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation or one of its Subsidiaries subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation or such Subsidiary subsidiary is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement close of the offer business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x × SP0 AC + (SP0 x × OS1) Where, SP0 = the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (and after giving effect to such tender offer or exchange offer)taking into account the shares purchased pursuant thereto. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation, or one of its Subsidiaries subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary subsidiary, is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = SP0= the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. OS0 = OS0= the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = AC= the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of DirectorsBoard. Any adjustment made pursuant to this Section 15(fclause (g) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation or one of its Subsidiaries subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation or such Subsidiary subsidiary is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock Shares (except in an open market purchase in compliance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, through an “accelerated share repurchase” on customary terms or in connection with tax withholding upon vesting or settlement of options, restricted stock units, performance share units or other similar equity awards or upon forfeiture or cashless exercise of options or other equity awards) where the cash and the value of any other consideration included in the payment per share Common Share exceeds the arithmetic average of the VWAP of the Common Stock exceeds the Market Price per share Shares for each of the Common Stock on ten (10) consecutive Trading Days commencing on, and including the Trading Day immediately next succeeding the expiration date of the such tender offer or exchange offer, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Price per share arithmetic average of the VWAP of the Common Stock on Shares for each of the ten (10) consecutive Trading Days commencing on, and including the Trading Day immediately next succeeding the commencement expiration date of the such tender offer or exchange offer. OS0 = the number of shares of Common Stock Shares outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock Shares outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f8.1(e) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock Shares pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series A Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement close of the offer business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 × SP 0 AC + (SP0 x × OS1) Where, SP0 = the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (and after giving effect to such tender offer or exchange offer)taking into account the shares purchased pursuant thereto. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation, or one of its Subsidiaries subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary subsidiary, is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Series B Preferred Stock where the cash and the value of any other consideration included in the payment per share of the Common Series B Preferred Stock exceeds the Market aggregate Closing Price per share for the shares of the Common Stock issuable upon conversion of one share of Series B Preferred Stock, with such Trading Price being that on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement close of the offer business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market aggregate Closing Price per share for the shares of Common Stock issuable upon conversion of one share of Series B Preferred Stock, with such Trading Price being that on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Series B Preferred Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= OS1 = the number of shares of Common Series B Preferred Stock outstanding immediately after the expiration of the tender or exchange offer (and after giving effect to such tender offer or exchange offer)taking into account the shares purchased pursuant thereto. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation, or one of its Subsidiaries subsidiaries, is obligated to purchase shares of Common Series B Preferred Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary subsidiary, is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been mademade with respect to such shares.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries successfully completes a tender or exchange offer for the Class A Common Stock where the cash and the value of any other consideration included in the payment per share of the Class A Common Stock exceeds the Market Closing Price per share of the Class A Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Conversion Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement Close of Business on the expiration date of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Closing Price per share of Class A Common Stock on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined in good faith by the Board of DirectorsDirectors with respect to such other consideration. Any adjustment made pursuant to this Section 15(fclause (v) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the Trading Day immediately succeeding the expiration of the tender or exchange offer. In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement close of the offer business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (and after giving effect to such tender offer or exchange offer)taking into account the shares purchased pursuant thereto. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation, or one of its Subsidiaries subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary subsidiary, is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Expiration Date”), then the Exercise Price Conversion Rate in effect immediately before the close of business on such immediately succeeding Trading Day will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) OS0 x SP0 Where, SP0 = the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. such Expiration Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the such tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= withdrawn in such tender or exchange offer; OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the such tender or exchange offer (after giving effect to offer, excluding any shares validly tendered and not withdrawn in such tender offer or exchange offer). ; and AC = the aggregate cash and amount of cash, plus the fair market value of the other consideration all non-cash consideration, payable in the such tender or exchange offer, as reasonably determined by the Board Corporation in good faith, for all shares of DirectorsCommon Stock purchased or exchanged in such tender or exchange offer. Any adjustment made pursuant to this Section 15(fclause (vi) shall become effective immediately prior to 9:00 a.m., New York City time, after the close of business on the Trading Day immediately following such Expiration Date. To the expiration of the tender or exchange offer. In the event extent that the Company Corporation, or one of its Subsidiaries Subsidiaries, is obligated to purchase or exchange shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary Subsidiary, is permanently prevented by applicable Law law from effecting any such purchasespurchases or exchanges, or all any of such purchases or exchanges are rescinded, then the Exercise Price Conversion Rate shall be readjusted to be such Exercise Price Conversion Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer. For the avoidance of doubt, except as set forth in the preceding sentence, the application of the foregoing formula to any tender offer or exchange offer had shall not been maderesult in a decrease in the Conversion Rate.

Self Tender Offers and Exchange Offers. If the Company Corporation or any of its Subsidiaries subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Conversion Price in effect at 5:00 p.m., New York City time prior to the commencement close of the offer business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Closing Price per share of Common Stock on the Trading Day immediately succeeding the commencement expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company Corporation, or one of its Subsidiaries subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company Corporation, or such Subsidiary subsidiary, is permanently prevented by applicable Law law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Conversion Price shall be readjusted to be such Exercise Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Market Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time prior to the commencement of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Market Price per share of Common Stock on the Trading Day immediately succeeding the commencement of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1= OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer (after giving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable Law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price shall be readjusted to be such Exercise Price that would then be in effect if such tender offer or exchange offer had not been made.