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

Self Tender Offers and Exchange Offers. If the Corporation or any subsidiary of the Corporation successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Common Stock (excluding any securities convertible or exchangeable for Common Stock), where the cash and the value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price, the Conversion Rate in effect at 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction: (a) the numerator of which shall be equal to the sum of: (1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares of Common Stock purchased in such tender or exchange offer; and (2) the product of (x) the Current Market Price and (y) the number of shares of Common Stock outstanding at the time such tender or exchange offer expires, less any purchased shares; and (b) the denominator of which shall be equal to the product of: (1) the Current Market Price; and (2) the number of shares of Common Stock outstanding at the time such tender or exchange offer expires, including any purchased shares. Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on the 10th Trading Day immediately following the Expiration Date but will be given effect as of the open of business on the Expiration Date. In the event that the Corporation or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversation Rate shall be readjusted to be such Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi).

Self Tender Offers and Exchange Offers. If the Corporation or any subsidiary of the Corporation successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Common Stock Shares (excluding any securities convertible or exchangeable for Common StockShares), where the cash and the value of any other consideration included in the payment per share of Common Stock Share exceeds the Current Market Price, the each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction: (aA) the numerator of which shall be equal to the sum of: (1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares of Common Stock Shares purchased in such tender or exchange offer; and (2) the product of (xI) the Current Market Price and (yII) (A) the number of shares of Common Stock Shares outstanding at the time such tender or exchange offer expires, expires less (B) any purchased sharesCommon Shares; and (bB) the denominator of which shall be equal to the product of: of (1I) the Current Market Price; and Price and (2II) the number of shares of Common Stock Shares outstanding at the time such tender or exchange offer expires, including any purchased sharesCommon Shares. Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on the 10th Trading Day immediately following the Expiration Date but will be given effect as of the open of business 9:00 a.m., New York City time, on the Expiration Date. In the event that the Corporation 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 Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the each Fixed Conversation Rate shall be readjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in the Conversion each Fixed Conversation Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi). If an adjustment to each Fixed Conversion Rate is required pursuant to this clause (vi) during any settlement period or Early Conversion Settlement Period in respect of shares of Mandatory Convertible Preferred Stock that have been tendered for conversion, delivery of the related conversion consideration shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (vi).

Self Tender Offers and Exchange Offers. If the Corporation or any subsidiary of the Corporation its subsidiaries successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Common Stock (excluding any securities convertible or exchangeable for Common Stock), where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Current Market Price, Closing Price per share of the Conversion Rate in effect at 5:00 p.m., New York City time, Common Stock on the date of Trading Day immediately succeeding the expiration of the tender or exchange offer (offer, then the “Expiration Date”) shall Conversion Price in effect at the close of business on such immediately succeeding Trading Day will be multiplied by a the following fraction: (a) : where, SP = the numerator of which shall be equal to the sum of: (1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares Closing Price per share of Common Stock purchased in such on the Trading Day immediately succeeding the expiration of the tender or exchange offer; and. (2) the product of (x) the Current Market Price and (y) OS-1 = the number of shares of Common Stock outstanding at immediately prior to the time such expiration of the tender or exchange offer expiresoffer, less including any purchased shares; andshares validly tendered and not withdrawn. (b) the denominator of which shall be equal to the product of: (1) the Current Market Price; and (2) OS-2 = the number of shares of Common Stock outstanding at immediately after the time expiration of the tender or exchange offer, giving effect to consummation of the acquisition of all shares validly tendered or exchanged (and not withdrawn) in connection with such tender or exchange offer expires, including any purchased sharesexchange. Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on AC = the 10th Trading Day immediately following the Expiration Date but will be given effect as aggregate cash and fair market value of the open other consideration payable in the tender or exchange offer, as determined by the Board of business on the Expiration DateDirectors. In the event that the Corporation 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 Corporation Corporation, or such subsidiary subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversation Rate Conversion Price shall be readjusted to be such Conversion Rate Price that would then be in effect if such tender offer or exchange offer had not been mademade (but giving effect to any intervening adjustments that may have been made with respect to the Series C Preferred Stock). Except as set forth in the preceding sentence, if the application of this clause (viSection 10(a)(vi) to any tender offer or exchange offer would result in a decrease in the Conversion RatePrice, no adjustment shall be made for such tender offer or exchange offer under this clause (viSection 10(a)(vi).

Self Tender Offers and Exchange Offers. If the The Corporation or any subsidiary of the Corporation its Subsidiaries successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for the Common Stock Shares (excluding any securities convertible or exchangeable for the Common StockShares), where the cash and the value of any other consideration included in the payment per share of Common Stock Share exceeds the Current Market PricePrice of the Common Shares, the in which event each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, the close of business on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction: (ai) the numerator of which shall be equal to the sum of: of (1x) the aggregate cash and the Fair Market Value (as determined by the Board of Directors) on the Expiration Date of any other consideration paid or payable for shares of Common Stock purchased in such tender or exchange offer; and and (2y) the product of (xA) the Current Market Price of the Common Shares and (yB) the number of shares of Common Stock Shares outstanding at the time immediately after such tender or exchange offer expiresexpires (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer), less any purchased shares; and (bii) the denominator of which shall be equal to the product of: of (1x) the Current Market Price; and Price of the Common Shares and (2y) the number of shares of Common Stock Shares outstanding at immediately prior to the time such tender or exchange offer expires, including any purchased shares. Any adjustment made pursuant to this clause (viSection 9(f) of this Subdivision shall become effective immediately after 5:00 p.m., New York City time, the close of business on the 10th seventh Trading Day immediately following the Expiration Date but will be given effect as of the open of business on the Expiration Date. In the event that the Corporation Corporation, or one of its subsidiaries Subsidiaries, is obligated to purchase shares of the Common Stock Shares pursuant to any such tender offer or exchange offer, but the Corporation Corporation, or such subsidiary Subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the each Fixed Conversation Rate shall be readjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (viSection 9(f) of this Subdivision to any tender offer or exchange offer would result in a decrease in the Conversion each Fixed Conversation Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi)Section 9(f) of this Subdivision. If an adjustment to each Fixed Conversion Rate is required pursuant to this Section 9(f) of this Subdivision during the Final Averaging Period in respect of shares of Series A Preferred Stock that are subject to Mandatory Conversion, delivery of the related conversion consideration will be delayed to the extent necessary in order to complete the calculations provided for in this Section 9(f) of this Subdivision.

Self Tender Offers and Exchange Offers. If the Corporation Company or any subsidiary Subsidiary of the Corporation Company successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Common Stock (excluding any securities convertible or exchangeable for Common Stock), where the cash and the value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price, the Conversion each Fixed Settlement Rate in effect at 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “Tender Offer Expiration Date”) shall will be multiplied by a fraction: (aA) the numerator of which shall be equal to the sum of: (1) a. the aggregate cash and Fair Market Value on the Tender Offer Expiration Date of any other consideration paid or payable for shares of Common Stock purchased in such tender validly tendered or exchange offerexchanged and not withdrawn as of the Tender Offer Expiration Date; and (2) b. the product of (x) the Current Market Price and (y) the number of shares of Common Stock outstanding at immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer expires, less any purchased shares(the “Tender Offer Expiration Time”) on the Tender Offer Expiration Date; and (bB) the denominator of which shall be equal to the product of: (1) of the Current Market Price; and (2) Price and the number of shares of Common Stock outstanding at immediately prior to the time such tender or exchange offer expires, including any purchased sharesTender Offer Expiration Time on the Tender Offer Expiration Date. Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on the 10th seventh Trading Day immediately following the Expiration Date but will be given effect as of the open of business on the Tender Offer Expiration Date. In the event that the Corporation Company 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 Corporation Company or such subsidiary Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversation each Fixed Settlement Rate shall be readjusted to be such Conversion Fixed Settlement Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in the Conversion each Fixed Settlement Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi).

Self Tender Offers and Exchange Offers. If the Corporation or any subsidiary of the Corporation successfully completes a tender or exchange offer pursuant to a Schedule TO or registration statement on Form S-4 for Common Stock (excluding any securities convertible or exchangeable for Common Stock), where the cash and the value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price, the each Fixed Conversion Rate in effect at 5:00 p.m., New York City time, on the date of expiration of the tender or exchange offer (the “Expiration Date”) shall be multiplied by a fraction: (aA) the numerator of which shall be equal to the sum of: (1) the aggregate cash and Fair Market Value on the Expiration Date of any other consideration paid or payable for shares of Common Stock purchased in such tender or exchange offer; and (2) the product of (x) the Current Market Price and (y) the number of shares of Common Stock outstanding at the time such tender or exchange offer expires, less any purchased shares; and (bB) the denominator of which shall be equal to the product of: (1) the Current Market Price; and (2) the number of shares of Common Stock outstanding at the time such tender or exchange offer expires, including any purchased shares. Any adjustment made pursuant to this clause (vi) shall become effective immediately after 5:00 p.m., New York City time, on the 10th Trading Day immediately following the Expiration Date but will be given effect as of the open of business on the Expiration Date. In the event that the Corporation or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the each Fixed Conversation Rate shall be readjusted to be such Fixed Conversion Rate that would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this clause (vi) to any tender offer or exchange offer would result in a decrease in the Conversion each Fixed Conversation Rate, no adjustment shall be made for such tender offer or exchange offer under this clause (vi). If an adjustment to each Fixed Conversion Rate is required pursuant to this clause (vi) during any Settlement Period or Early Conversion Settlement Period in respect of shares of the Mandatory Convertible Preferred Stock that have been tendered for conversion, delivery of the related conversion consideration shall be delayed to the extent necessary in order to complete the calculations provided for in this clause (vi).