Tender or Exchange Offers. In case the Company or any Subsidiary shall make a payment in respect of a tender offer or exchange offer for any portion of the Common Stock, in which event, to the extent the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Date”), as the case may be, then the Conversion Rate shall be adjusted so that the same shall equal the rate determined by multiplying the Conversion Rate immediately prior to close of business on the Expiration Date by a fraction:
(1) the numerator of which shall be equal to the sum of (A) the Fair Market Value, as determined by the Board of Directors of the Company, of the aggregate consideration payable for all shares of Common Stock purchased by the Company in the tender or exchange offer and (B) the product of (x) the number of shares of Common Stock outstanding less any such purchased shares and (y) the Closing Sale Price of the Common Stock on the Trading Day next succeeding the Expiration Date; and
(2) the denominator of which shall be equal to the product of (A) the number of shares of Common Stock outstanding, including any such purchased shares and (B) the Closing Sale Price of the Common Stock on the Trading Day next succeeding the Expiration Date, such adjustment to become effective immediately after the opening of business on the second (2nd) Trading Day next succeeding the Expiration Date.
Tender or Exchange Offers. Subject to Section 26, if the Corporation or any subsidiary of the Corporation shall consummate a tender or exchange offer for all or any portion of the Common Stock for a consideration per share with a Fair Market Value greater than the Fair Market Value of the Common Stock on the date such tender or exchange offer is first publicly announced (the “Announcement Date”), the Exercise Price in effect immediately prior to the expiration date for such tender or exchange offer shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market Value of the Common Stock on the Announcement Date minus the Premium Per Post-Tender Share divided by (y) the Fair Market Value of the Common Stock on the Announcement Date. In such event, the number of shares of Common Stock issuable upon the exercise of the Warrant as in effect immediately prior to such expiration date shall be increased immediately thereafter to the amount determined by multiplying such number by the quotient of (x) the Exercise Price in effect immediately prior to the adjustment contemplated by the immediately preceding sentence divided by (y) the new Exercise Price determined in accordance with the immediately preceding sentence. As used in this Section 10 with respect to any tender or exchange offer, “Premium Per Post-Tender Share” means the quotient of (x) the amount by which the aggregate Fair Market Value of the consideration paid in such tender or exchange offer exceeds the aggregate Fair Market Value on the Announcement Date of the shares of Common Stock purchased therein divided by (y) the number of shares of Common Stock outstanding at the close of business on the expiration date for such tender or exchange offer (after giving pro forma effect to the purchase of shares being purchased in the tender or exchange offer).
Tender or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock (in each case excluding a tender or exchange offer that constitutes a Fundamental Transaction, as to which the provisions set forth in Section 5.1 will apply), to the extent that the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the average of the Closing Sale Prices per share of the Common Stock over the ten (10) consecutive Trading Day 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 (such date, the “Expiration Date”), the Conversion Rate shall be increased based on the following formula: CR1 = CR0 x (AC + (SP1 x OS1)) (OS0 x SP1) CR0 = the Conversion Rate in effect immediately prior to the close of business on the tenth (10th) Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date. CR1 = the Conversion Rate in effect immediately after the close of business on the tenth (10th) Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date. AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors of the Company) paid or payable for shares of Common Stock purchased in such tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the time (the “Expiration Time”) such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer). OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer). SP1 = the average of the Closing Sale Prices per share of the Common Stock over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date. The increase to the Conversion Rate under this Section 6.5 shall occur at the close of business on the tenth (10th) Trading Day immediately following, and including, the Trading Day next succeeding the date such tender or exchange offer expires; provided, that, if the relevant Conversion Date occurs during the ten (10) Trading Days...
Tender or Exchange Offers. (a) In the event of a tender offer, exchange offer, or other offer for 10% or more of the shares of Company Stock held in the Company Stock Fund in the Trust (such offer hereinafter referred to as an “Offer”), the Trustee shall cause each Participant to whose Account any shares are credited to be advised in writing of the terms of the Offer as soon as practicable after the commencement of the Offer and shall furnish each Participant with a form by which the Participant may instruct the Trustee confidentially whether or not to tender shares Credited to his Account. For purposes of this Section, “Tender” shall mean tender, exchange, sale or any other form of disposition in connection with an Offer. The Trustee shall immediately notify the Committee of any Offer made to the Trustee including all terms and conditions of any such Offer. The Trustee shall tender those shares which a Participant, acting as a named fiduciary under Section 403(a)(1) of ERISA, has so instructed it to tender, and the Trustee shall not tender shares which it is instructed not to tender. If a Participant does not respond in a timely fashion to the solicitation for instructions regarding a Tender, the decision on whether or not to tender the shares allocated to such Participant’s Accounts shall, to the extent consistent with ERISA, be made by the Trustee in its sole discretion. The provisions of this Section 14.06(3) are intended to establish each Participant as a named fiduciary as defined in Section 403(a)(1) of ERISA in connection with any such Tender; however, to the extent the Trustee retains any fiduciary responsibility with respect to any such Tender, the Trustee shall not be required to take any action, or omit to take any action, which would cause the Trustee to commit a breach of fiduciary duty under ERISA.
(b) In advising Participants of the terms of the Offer, the Trustee shall advise the Participant that if the Trustee receives no instructions, the decision on whether or not to Tender the shares allocated to the Participant’s Accounts will be made by the Trustee in its sole discretion, and shall provide Participants with such documents relating to the Offer as are prepared by any person and provided to shareholders. In addition, the Trustee may provide Participants with such other material concerning the Offer as the Trustee in its sole discretion determines to be appropriate. Reasonable means shall be employed by the Trustee to provide confidentiality with respect to the t...
Tender or Exchange Offers. In the event the Company or one of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, to the extent the cash and value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, as the case may be, the Uncapped Anti-Dilution Multiplier in effect immediately before the close of business on the date fixed for the consummation of such tender or exchange offer will be increased by multiplying it by a fraction:
(i) the numerator of which shall be the sum of (A) the fair market value, as determined by the Board of Directors of the aggregate consideration payable for all shares of Common Stock the Company or any such Subsidiary purchases in the tender or exchange offer and (B) the product of (1) the number of shares of Common Stock outstanding on the date of consummation of such tender or exchange offer less any such purchased shares and (2) the Closing Price of the Common Stock on the Trading Day next succeeding the date of the expiration of the tender or exchange offer; and
(ii) the denominator of which shall be the product of (A) the number of shares of Common Stock outstanding on the date of consummation of such tender or exchange offer, including any such purchased shares, and (B) the Closing Price of the Common Stock on the Trading Day next succeeding the date of expiration of the tender or exchange offer;
Tender or Exchange Offers. Notwithstanding any other provision of the Plan, if (a) Financed Shares held in the Loan Suspense Account are tendered by the Trustee pursuant to a tender or exchange offer or are otherwise sold or exchanged pursuant to, in connection with, or as a result of a Change of Control as defined below (including but not limited to a sale or exchange upon a merger or other business combination), (b) cash or other property is received by the Trustee in exchange for the Financed Shares, and (c) a Change of Control occurs or has occurred in connection with the tender or exchange offer or the transaction occasioning another sale or exchange, then the cash consideration received by the Trustee in exchange for the Financed Shares shall be immediately applied to the payment of the Acquisition Loans to the full extent necessary to pay in full all outstanding principal and interest under those Acquisition Loans, without regard to the maturity or other due dates of the principal and interest. If the consideration received by the Trustee is not sufficient to pay all principal and interest, the entire amount shall be immediately applied to payment of principal and interest. If and to the extent that the consideration received by the Trustee is property other than cash, that property shall, to the extent it may be sold without unreasonable cost, be sold for cash to the extent necessary to fulfill the requirements above. The cash sales proceeds shall be considered as cash received in exchange for the Financed Shares and shall be applied as outlined above. The consideration received in excess of the amounts paid on Acquisition Loans shall be immediately allocated among the ESOP Accounts of Members in the proportion that the number of Financed Shares in each Member’s ESOP Account bears to the total number of Financed Shares in all Members’ ESOP Accounts. For purposes of this Section 4.08 the term “Change of Control” means the occurrence of either of the following events: (a) a third person, including a group as determined in accordance with Section 13(d)(3) of the Securities Exchange Act of 1943, becomes the beneficial owner of shares of the Company having 30% or more of the total number of votes that may be cast for the election of directors of the Sponsor; or (b) as a result of, or in connection with, any cash tender offer or exchange offer, merger, or other business combination, sale of assets, or contested election, or any combination of the foregoing transactions, the person...
Tender or Exchange Offers. Subject to ERISA, in the event of a tender or exchange offer or other offer to purchase shares of Company Stock held by the Trust, the Trustee will tender or sell the shares as directed by each Participant with respect to shares of Company Stock allocated to his account under the Plan, subject to the fiduciary duties of the Trustee under ERISA. For purposes of the foregoing sentence, each Participant will be a named fiduciary of the Plan as described in ERISA § 402(a)(2). In all other circumstances, the Trustee will tender or exchange shares of Company Stock as directed by the Committee as a named fiduciary of the Plan, as described in ERISA § 402. In carrying out its responsibilities under this § 4.4, the Trustee may rely on information furnished to it by the Committee, including the names and current addresses of Participants and the number of shares of Company Stock allocated to their accounts under the Plan.
Tender or Exchange Offers. The Trustee shall tender or exchange all shares of Employer Securities held in the Trust Fund in the manner directed by the Advisory Committee, and the Trustee shall likewise tender or exchange all shares held in a suspense account under the Plan in the manner directed by the Committee.
Tender or Exchange Offers. Subject to Section 26, if the Corporation or any subsidiary of the Corporation shall consummate a tender or exchange offer for all or any portion of the Common Stock for a consideration per share with a Fair Market Value greater than the Fair Market Value of the Common Stock on the date such tender or exchange offer is first publicly announced (the “Announcement Date”), the Exercise Price in effect immediately prior to the expiration date for such tender or exchange offer shall be reduced immediately thereafter to the price determined by multiplying such Exercise Price by the quotient of (x) the Fair Market
Tender or Exchange Offers. The provisions of this Section shall apply ------------------------- in the event a tender or exchange offer (hereinafter, a "tender offer") for Stock (including for purposes of this Section 10.3 Class B Stock) is commenced by a person or persons.
