Common use of Adjustment for Rights Issue Clause in Contracts

Adjustment for Rights Issue. Except as provided in Section 10.11, if after the Issue Date of the Securities, the Company distributes any rights or warrants to all holders of shares of its Common Stock entitling them to purchase, for a period expiring within 60 days, shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(4) applies or (ii) a distribution to which Section 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 1307 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 10.6(41306(4) applies or (ii) a distribution to which Section 10.8 1308 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 10.7 1307 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 10.7 1307 applies, the fair market value (on the record date for the distribution to which this Section 10.7 1307 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(d) applies or applies, (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such 62 68 distribution, to subscribe for or purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted adjusted, subject to the provisions of the last paragraph of this Section 11.07, in accordance with the formula: R' = formula R x (O + N) ------------------- R' = ------------- (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 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the SecuritiesNotes, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Class A common stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock Class A common stock at a price per share less than the Average Sale Price of the Class A common stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 Class A common stock outstanding on the record date for the distribution to which this Section 10.7 1707 is being applied. N = the number of additional shares of Common Stock Class A 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 10.6(41706(4) applies or (ii) a distribution to which Section 10.8 1708 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 10.7 1707 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 10.7 1707 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1707 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 1307 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 10.6(41306(4) applies or (ii) a distribution to which Section 10.8 1308 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 10.7 1307 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 10.7 1307 applies, the fair market value (on the record date for the distribution to which this Section 10.7 1307 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(4) applies or (ii) a distribution to which Section 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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' = 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 10.7 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 10.6(411.06(d) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesNotes, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 7.7 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 10.6(47.6(4) applies or (ii) a distribution to which Section 10.8 7.8 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 10.7 7.7 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 10.7 7.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date --------------------------- of the Securities, the Company Tyco distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Shares entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock Shares at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 Shares outstanding on the record date for the distribution to which this Section 10.7 is being applied. N = the number of additional shares of Common Stock Shares 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 10.6(4) applies or (ii) a distribution to which Section 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Quoted Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company Parent distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Exchange Rate shall be adjusted in accordance with the formula: R' = R x (O + N) ------------------- ------------------ (O + (N x P)/M) where: R' = the adjusted Conversion Exchange Rate. R = the current Conversion Exchange Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Class A common stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock Class A common stock at a price per share less than the Average Sale Price of the Class A common stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 Class A common stock outstanding on the record date for the distribution to which this Section 10.7 1307 is being applied. N = the number of additional shares of Common Stock Class A 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 10.6(41306(4) applies or (ii) a distribution to which Section 10.8 1308 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 10.7 1307 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 10.7 1307 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1307 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Quoted Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays 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 Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: R' R1 = R x (O + NO+N) ------------------- (O + (N O+(N x P)/M) where: R' R1 = 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 10.7 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 for any (i) a distribution to which Section 10.6(41506(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 1507 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1507 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the SecuritiesEffective Time, the Company AOL Time Warner distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 7.7 is being applied. N = the number of additional shares of Common Stock offered pursuant to the such 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 10.6(47.6(4) applies or (ii) a distribution to which Section 10.8 7.8 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 10.7 7.7 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 10.7 7.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.7 applies) of the:

Adjustment for Rights Issue. Except as provided set forth in Section 10.11Sections 7.14 and 7.19, if after the Issue Date of the SecuritiesDate, the Company Parent distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Exchange Rate shall be adjusted in accordance with the formula: R' = R x (O + N) ------------------- (----------------------- O + [(N x P)/M) ] where: R' = the adjusted Conversion Exchange Rate. R = the current Conversion Exchange Rate. O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 10.7 7.07 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 10.6(47.06(c) applies or (ii) a distribution to which Section 10.8 7.08(a) 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 10.7 7.07 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 10.7 7.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.07 applies) of theof:

Adjustment for Rights Issue. Except as provided in Section 10.11If, if after the Issue Date of the SecuritiesDate, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays 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 Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: R' (O+N) R(1) = R x --------------------- (O + N) ------------------- (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 10.7 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 for any (i) a distribution to which Section 10.6(41506(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 1507 applies, the fair market value Fair Market Value (on the record date for the distribution to which this Section 10.7 1507 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of --------------------------- the 2001 Convertible Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale current Market Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 7.7 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 10.6(47.6(iv) applies or (ii) a distribution to which Section 10.8 7.8 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 10.7 7.7 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 10.7 7.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.7 applies) of the:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If on or after the Issue Date of the SecuritiesNotes, the Company Issuer distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(410.04(a)(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 10.04(b) applies, the fair market value (on the record date for the distribution to which this Section 10.7 10.04(b) applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, the Conversion Rate shall be adjusted in accordance with the formula: R' = 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 10.7 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 10.6(4) applies or (ii) a distribution to which Section 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date --------------------------- of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock Shares entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock Shares at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 Shares outstanding on the record date for the distribution to which this Section 10.7 is being applied. N = the number of additional shares of Common Stock Shares 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 10.6(4) applies or (ii) a distribution to which Section 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 10.7 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 10.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of --------------------------- the 2001 Convertible Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale current Market Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 7.7 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 10.6(47.6(iv) applies or (ii) a distribution to which Section 10.8 7.8 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 10.7 7.7 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 10.7 7.7 applies, the fair market value (on the record date for the distribution to which this Section 10.7 7.7 applies) of the:

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the Securities, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Average Sale Price of the Common Stock as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 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 10.6(411.06(4) applies or (ii) a distribution to which Section 10.8 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 10.7 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 10.7 11.07 applies, the fair market value (on the record date for the distribution to which this Section 10.7 11.07 applies) of the

Adjustment for Rights Issue. Except as provided in Section 10.11, if If after the Issue Date of the SecuritiesNotes, the Company distributes any rights rights, warrants or warrants options to all holders of shares of its Common Stock entitling them to purchasethem, for a period expiring within 60 daysdays after the record date for such distribution, shares of to purchase Common Stock at a price per share less than the Average Sale Price as of the Time of Determination, unless the Holders of Securities may participate in the distribution without conversion on a basis and with the notice that the Company's Board of Directors determines to be fair and appropriate, 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 10.7 2.05(b) 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 10.6(42.05(a)(iv) applies or (ii) a distribution to which Section 10.8 2.05(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 10.7 2.05(b) applies and (y) the Exex-Dividend Time dividend time shall occur on or after the date of the Time of Determination for the distribution to which this Section 10.7 2.05(b) applies, the fair market value (on the record date for the distribution to which this Section 10.7 2.05(b) applies) of the: