Tender and Exchange Offers. If the Company announces any tender or exchange offer that could require an adjustment in the Conversion Rate pursuant to Section 4.04(e) hereof, the Company shall deliver to the Holders on the day it announces such tender or exchange offer, and, if the Company is required to file with the Commission a Schedule TO in connection with such tender or exchange offer, an additional written notice (i) when the Company first files such Schedule TO, which notice shall include the address at which such Schedule TO is available on the Commission’s XXXXX system (or any successor thereto), and (ii) whenever the Company files an amendment to such Schedule TO, which notice shall include the address at which such amendment is available on the Commission’s XXXXX system (or any successor thereto).
Tender and Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Shares, to the extent that the cash and value of any other consideration (as determined by the Board of Directors of the Company acting in good faith and in a commercially reasonable manner) included in the payment per share of the Common Shares exceeds the Quoted Price on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Exercise Price in effect immediately prior to the close of business on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer shall be decreased by multiplying such Exercise Price by a fraction (not to be greater than 1):
(i) the numerator of which shall be the product of (x) the number of Common Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender or exchange offer) and (y) the Quoted Price on the Trading Day next succeeding the date such tender or exchange offer expires; and
(ii) the denominator of which shall be the sum of (x) aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company in good faith and in a commercially reasonable manner) paid or payable for Common Shares purchased in such tender or exchange offer and (y) the product of (A) the Quoted Price on the Trading Day next succeeding the date such tender or exchange offer expires and (B) the number of Common Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender or exchange offer). Any adjustment under this Section 5.1(e) shall, subject to Section 5.1(f)(iv), become effective immediately prior to the opening of business on the day after the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer.
Tender and Exchange Offers. If the Guarantor announces any tender offer or exchange offer that could require an adjustment in the Exchange Rate pursuant to Section 7.05(e) hereof, the Issuer shall deliver notice thereof to the Holders on or promptly after the day the Guarantor publicly announces such tender offer or exchange offer.
Tender and Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Shares, to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day period (the “TO Valuation Period”) commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the Target Price shall be decreased based on the following formula: where, TP0 = the Target Price in effect immediately prior to the open of business on the first Trading Day of the TO Valuation Period; TP1 = the Target Price in effect immediately after the open of business on the first Trading Day of the TO Valuation Period; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors in good faith and in a commercially reasonable manner) paid or payable for Common Shares purchased in such tender or exchange offer; OS0 = the number of Common Shares outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of Common Shares outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all Common Shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Last Reported Sale Prices over the TO Valuation Period. The adjustment to the Target Price under this Section 4(e) shall occur at the close of business on the last day of the TO Valuation Period; provided that if the Outside Date occurs during the TO Valuation Period, for the purposes of determining the Target Price, a reference to “10” in this Section 4(e) shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the first day of the TO Valuation Period to, and including, the Outside Date. To the extent such tender or exchange offer is announced but not consummated (including as a result of being precluded from consummating such tender or exchange offer under applicable law), or any purchases or exchanges of Common Shares in such tender or exchange offer are rescinded, the Target Price will be readjusted to the Target Price that wo...
Tender and Exchange Offers. If the Guarantor announces any tender offer or exchange offer that could require an adjustment in the Exchange Rate pursuant to Section 7.05(e) hereof, the Issuer shall deliver to the Holders on the day it announces such tender offer or exchange offer, and, if the Guarantor is required to file with the Commission a Schedule TO in connection with such tender offer or exchange offer, an additional notice (i) when the Guarantor first files such Schedule TO, which notice shall include the address at which such Schedule TO is available on XXXXX (or any successor thereto), and, (ii) whenever the Guarantor files an amendment to such Schedule TO, which notice shall include the address at which such amendment is available on XXXXX (or any successor thereto).
Tender and Exchange Offers. (a) If any Person makes a tender or exchange offer, including any counteroffer to a tender or exchange offer, for the Trust Shares, the Custodian shall mail all materials received by the Trustee, the Custodian or the Holding Company relating to the offer to all Trust Beneficiaries subject to the offer as of the record date for the offer to the address of each Trust Beneficiary as it appears on the records of the Custodian, as soon as reasonably practicable after receiving such materials. The Custodian shall not be required to mail the materials until the Custodian has received sufficient quantities of the materials to be mailed to all such Trust Beneficiaries and payment covering all of its fees and expenses for the mailing from the Person that has made the tender or exchange offer.
(b) The Custodian shall request instructions from each Trust Beneficiary subject to the offer as to whether to tender or exchange a number of Trust Shares equal to the number of Interests held by the Trust Beneficiary in accordance with the terms of any tender or exchange offer, including any counteroffer to a tender or exchange offer. Upon receipt of any such instructions, the Custodian shall deliver to the Trustee a summary of the instructions received from the Trust Beneficiaries. For each Trust Beneficiary that elects to tender or exchange a number of Trust Shares, the Trustee shall withdraw and deliver to the Program Agent that number of Trust Shares in liquidation of an equal number of that Trust Beneficiary's Interests, together with instructions regarding the withdrawn Common Stock. The Interests of each Trust Beneficiary that elected to tender or exchange Trust Shares shall be reduced to reflect such withdrawal and tender or exchange. The Program Agent shall follow the instructions of the Trust Beneficiary regarding the withdrawn Common Stock.
(c) If the withdrawn Common Stock is not tendered or exchanged in accordance with the terms of the offer or counteroffer, the Program Agent shall deliver such Common Stock to the Trustee. The Trustee shall deposit such Common Stock in the Trust and hold such Common Stock for the benefit of the Trust Beneficiary subject to all of the terms and conditions of this Agreement. The Interests of any Trust Beneficiary whose shares were withdrawn following the election to tender or exchange Trust Shares shall be increased to reflect such deposit.
(d) A Trust Beneficiary may, by delivering written notice to the Custodian, revoke any instru...
Tender and Exchange Offers. The Benefits Administration Committee upon written notice to the Trustee shall furnish to each Participant who has Company Stock credited to his or her individual account under the Company Stock Investment Fund notice of any tender offer for, or a request or invitation for tenders of, Company Stock received by the Trustee. The Benefits Administration Committee shall request from each such Participant instructions to be furnished to a tabulating agent appointed by the Benefits Administration Committee or the Trustee as to the tendering of Company Stock credited to the Participant’s account and for this purpose the Benefits Administration Committee shall provide Participants with a reasonable period of time in which they may consider any such tender offer for, or request or invitation for tenders of, Company Stock of which the Trustee has been advised by the Benefits Administration Committee. The Benefits Administration Committee, if it has appointed the tabulating agent, shall have the responsibility to ensure that the tabulation of Participant tender or exchange instructions meets the requirements of ERISA. The Trustee shall tender such Company Stock as to which the Trustee or its agent have received instructions to tender from Participants within the time specified by the Trustee or the Benefits Administration Committee, as the case may be. Company Stock credited to Participant accounts as to which the Trustee or its agent have not received instructions from Participants shall not be tendered. As to all unallocated Company Stock held by the Trustee, the Trustee shall tender the same proportion thereof as the Company Stock as for which the Trustee or its agent have received instructions from Participants to tender bears to all Company Stock allocated to Participant accounts.
Tender and Exchange Offers. If the Guarantor announces any tender or exchange offer that could require an adjustment in the Exchange Rate pursuant to Section 4.04(e) hereof, the Company shall deliver to the Holders and the Trustee on the day the Guarantor publicly announces such tender or exchange offer, and, if the Guarantor is required to file with the Commission a Schedule TO in connection with such tender or exchange offer, an additional written notice (i) when the Guarantor first files such Schedule TO, which notice shall include the address at which such Schedule TO is available on the Commission’s XXXXX system (or any successor thereto), and (ii) whenever the Guarantor files an amendment to such Schedule TO, which notice shall include the address at which such amendment is available on the Commission’s XXXXX system (or any successor thereto).
Tender and Exchange Offers. If the Parent announces any tender offer or exchange offer that could require an adjustment in the Exchange Rate pursuant to Section 7.05(e) hereof, the Issuer shall deliver notice thereof to the Holders on or promptly after the day the Parent publicly announces such tender offer or exchange offer.
Tender and Exchange Offers. If a publicly-announced tender or exchange offer made by Issuer or any of its subsidiaries for the Common Stock (other than a Reorganization) shall be consummated, to the extent that the cash and fair market value of any other consideration included in the payment per share of Common Stock exceeds the average of the fair market values of one share of Common Stock over the 10 consecutive trading day period ending on, and including, the tenth trading day immediately following the date on which such tender or exchange offer is consummated, then the Exercise Price and the Warrant Share Number shall be adjusted pursuant to the formulas below; provided that the Exercise Price shall not be increased (and Warrant Share Number shall not be decreased) as a result of this paragraph 1(E).
