Common use of Adjustments for Other Distributions Clause in Contracts

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights or warrants referred to in Section 10.08. 49

Adjustments for Other Distributions. If the Parent Issuer distributes to all holders of shares of Parent its Common Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Common Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Common Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0913.9, the number of shares of Parent Common Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Common Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Common Stock owned by or held for the account of the Parent Issuer shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 13.9 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 13.7 or to rights or warrants referred to in Section 10.08. 4913.8.

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent Company Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent Company Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 or to rights or warrants referred to in Section 10.08. 49Section

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of its Parent Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such record date, if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section

Adjustments for Other Distributions. If the Parent Company distributes to all holders of shares of Parent its Company Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Company Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Company Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Company Stock, the maximum number of shares of Parent Company Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Company Stock owned by or held for the account of the Parent Company shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of its Parent Stock any assets or of debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator denomination shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B Stock outstanding on such record date, if all of such shares of Series B Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section

Adjustments for Other Distributions. If the Parent distributes to all holders of shares of Parent Stock any assets or debt securities or any rights or warrants to purchase securities, the conversion price or conversion rate shall be adjusted by multiplying the conversion price or dividing the conversion rate, as the case may be, in effect immediately prior to the opening of business on the record date mentioned below by a fraction, fraction of which the numerator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by the Average Market Price on the Determination Date, less the fair market value (as determined by the Board of Directors) on such record date of said assets or debt securities or rights or warrants so distributed, and of which the denominator shall be the total number of shares of Parent Stock outstanding on such record date multiplied by such Average Market Price. For purposes of this Section 10.0911.09, the number of shares of Parent Stock outstanding on any record date shall be deemed to include (i) the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full exercise, exchange or conversion of all Convertible Securities outstanding on such record date which are then exercisable, exchangeable or convertible at a price equal to or less than the Average Market Price, if all of such Convertible Securities were deemed to have been exercised, exchanged or converted immediately prior to the opening of business on such record date and (ii) if the Series B TCI Group Common Stock is convertible into Parent Stock, the maximum number of shares of Parent Stock the issuance of which would be necessary to effect the full conversion of all shares of Series B TCI Group Common Stock outstanding on such record date, if all of such shares of Series B TCI Group Common Stock were deemed to have been converted immediately prior to the opening of business on such record date. The adjustment shall be made successively whenever any such distribution is made, and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. Shares of Parent Stock owned by or held for the account of the Parent shall not be deemed outstanding for the purpose of any such adjustment. No adjustment shall be made under this Section 10.09 11.09 if the adjusted conversion price would be higher than, or the adjusted conversion rate would be less than, the conversion price or conversion rate, as the case may be, in effect prior to such adjustment. This Section does not apply to cash dividends or distributions. Also, this Section does not apply to dividends or distributions referred to in Section 10.07 11.07 or to rights or warrants referred to in Section 10.0811.08. 49Section