Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. If, after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(4) applies or (ii) a distribution to which Section 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- --------------------------- (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(d) applies or applies, (ii) a distribution to which Section 10.08 11.08 applies, or (iii) a distribution to which Section 11.09 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(d) distribution anddistribution; (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08 distribution; and (3) the cash distributed in respect of each share of Common Stock in such Section 11.09

Adjustment for Rights Issue. If, If after the Issue Date of ----------------------------------------- the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If on or after the Issue Date of the SecuritiesNotes, the Company Issuer distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ---------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(410.04(a)(4) applies or (ii) a distribution to which Section 10.08 10.04(c) applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 10.04(b) applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 10.04(b) applies, the fair market value (on the record date for the distribution to which this Section 10.07 10.04(b) applies) of the (1) Capital Stock of the Company Issuer distributed in respect of each share of Common Stock in such Section 10.06(410.04(a)(4) distribution distribution; and (2) assets of the Company Issuer or debt securities or any rights, warrants or options to purchase securities of the Company Issuer distributed in respect of each share of Common Stock in such Section 10.0810.04(c)

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ------------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' ’ = R x (O + N) --------------- (O + (N x P)/M) where: R' ’ = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Quoted Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = R'= the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Class B Common Stock entitling them, for a period expiring within 60 45 days after the record date for such distribution, to purchase shares of Class B Common Stock at a price per share less than the Sale Market Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ----------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Class B Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Class B Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Class B Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Class B Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (O + N) R' = R x (O + N) --------------- (O + (N x P)/M) P)/M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(4) applies or (ii) a distribution to which Section 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 applies) of the: (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution distribution; and (2) assets of the Company or debt Debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its shares of CD Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of CD Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of CD Common Stock outstanding on the record date for the distribution to which this Section 10.07 10.7 is being applied. N = the number of additional shares of CD Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(410.6(4) applies or (ii) a distribution to which Section 10.08 10.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 10.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.07 10.7 applies) of the (1) Capital Stock of the Company distributed in respect of each share shares of CD Common Stock in such Section 10.06(410.6(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share shares of CD Common Stock in such Section 10.0810.8

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (_______________ O + (N x P)/M) P)/M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(4) applies or (ii) a distribution to which Section 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 applies) of the: (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution distribution; and (2) assets of the Company or debt Debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, If after the Issue Date of the SecuritiesNotes, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 5.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(45.06(4) applies or (ii) a distribution to which Section 10.08 5.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 5.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 5.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 5.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, If after the Issue Date ------------------------------------------ of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- -------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt Debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Quoted Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ------------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of 53 60 Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Class A Common Stock entitling them, for a period expiring within 60 45 days after the record date for such distribution, to purchase shares of Class A Common Stock at a price per share less than the Sale Market Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N0+N) --------------- R'=Rx ------------ (O + (N x P)/M) 0+(NxP)/M where: R' = R'= the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Class A Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Class A Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Class A Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Class A Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ------------------------ (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution distribution; and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, after the Issue Date of the SecuritiesDate, the --------------------------- Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (0 + N) ------------- R' = R x (O + N) --------------- (O 0 + (N x P)/MP) ----- M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O 0 = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the such additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to ----- which Section 10.06(4) applies or (ii) a distribution to which Section 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution distribution, and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, after the Issue Date of the Securities---------------------------- Date, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock or securities convertible into Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (0 + N) ----------- R' = R x (O + N) --------------- (O 0 + (N x P)/MP) ------- M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O 10 = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 13.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the such additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which ----- Section 10.06(413.06(4) applies or (ii) a distribution to which Section 10.08 13.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 13.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 13.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 13.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(413.06(4) distribution distribution, and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0813.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- --------------------- (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering purchase price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution distribution; and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the SecuritiesDate, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ---------------------- (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(d) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(d) distribution distribution; and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ---------------------- (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 16.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering purchase price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(416.06(d) applies or (ii) a distribution to which Section 10.08 16.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 16.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 16.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 16.07 applies) of theof: (1a) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(416.06(d) distribution distribution; and (2b) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0816.08

Adjustment for Rights Issue. If, after the Issue Date of the SecuritiesDate, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock or securities convertible into Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' R/1/ = R x (O + N) --------------- ------------------- (O + (N x P)/M) where: R' R/1/ = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 1507 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the such additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(41506(4) applies or (ii) a distribution to which Section 10.08 1508 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 1507 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 1507 applies, the fair market value (on the record date for the distribution to which this Section 10.07 1507 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(41506(4) distribution distribution, and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.081508 distribution. The Board of Directors shall determine fair market values for the purposes of this Section 1507. The adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive the rights, warrants or options to which this Section 1507 applies. No adjustment shall be made under this Section 1507 if the application of the formula stated above in this Section 1507 would result in a value of R1 that is equal to or less than the value of R.

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its shares of CD Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of CD Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of CD Common Stock outstanding on the record date for the distribution to which this Section 10.07 10.7 is being applied. N = the number of additional shares of CD Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(410.6(4) applies or (ii) a distribution to which Section 10.08 10.8 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 10.7 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.07 10.7 applies) of the (1) Capital Stock of the Company distributed in respect of each share shares of CD Common Stock in such Section 10.06(410.6(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share shares of CD Common Stock in such Section 10.0810.8

Adjustment for Rights Issue. If, If after the Issue Date of ------------------------------------------ the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Quoted Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, 50 If after the Issue Date of the SecuritiesDate, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (O + N) R' = R x ------------------ (O + N) --------------- (O + [(N x P)/M) )] where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(d) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) Capital Stock the capital stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(d) distribution distribution; and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- -------------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (O + N) R' = R x (O + N) --------------- -------------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, after the Issue Date of the SecuritiesDate, the --------------------------- Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: (0 + N) --------------- R' = R x (O + N) --------------- (O 0 + (N x P)/MP) ----- M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O 0 = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the such additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to ----- which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of theof: (1) the Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution distribution, and (2) the assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- (---------------- O + (N x P)/M) P)/M where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(4) applies or (ii) a distribution to which Section 10.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 applies) of the: (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(4) distribution distribution; and (2) assets of the Company or debt Debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Class A Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Class A Common Stock at a price per share less than the Sale Quoted Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- R' = R X --------------------- (O + (N x P)/MX P) / M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Class A Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Class A Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Quoted Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Class A Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Class A Common Stock in such Section 10.0811.08

Adjustment for Rights Issue. If, If after the Issue Date of the Securities, the Company distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such 63 distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula: R' = R x (O + N) --------------- ------------------- (O + (N x P)/M) where: R' = the adjusted Conversion Rate. R = the current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.07 11.07 is being applied. N = the number of additional shares of Common Stock offered pursuant to the distribution. P = the offering price per share of the additional shares. M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 10.06(411.06(4) applies or (ii) a distribution to which Section 10.08 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 10.07 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.07 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.07 11.07 applies) of the (1) Capital Stock of the Company distributed in respect of each share of Common Stock in such Section 10.06(411.06(4) distribution and (2) assets of the Company or debt securities or any rights, warrants or options to purchase securities of the Company distributed in respect of each share of Common Stock in such Section 10.0811.08