Potential Adjustment Event. Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means, subject to the preceding paragraph, the occurrence of an event or condition that would result in an adjustment of the Conversion Rate of the Reference Notes pursuant to the Note Indenture.
Potential Adjustment Event. In addition to the events described in Section 11.2(e) of the Equity Definitions, it shall constitute an additional Potential Adjustment Event if (x) a Regulatory Disruption as described in Section 7 occurs or (y) a Disruption Event occurs; provided that the parties agree that (1) open market Share repurchases by Counterparty, if any, in accordance with Rule 10b5-1 or Rule 10b-18 pursuant to documentation entered into between Dealer (or an Affiliate of Dealer) and Counterparty shall not be considered a Potential Adjustment Event and (2) any repurchase of Shares pursuant to this Transaction shall not be considered a Potential Adjustment Event. In the case of any event described in clause (x) or (y) above occurs, the Calculation Agent may, in its commercially reasonable judgment, adjust any relevant terms of such Transaction as necessary to preserve as nearly as practicable the fair value of such Transaction prior to such Regulatory Disruption or Disruption Event, as the case may be. Cash Dividends: The Counterparty will not declare nor pay any cash dividend or distribution (including any Extraordinary Dividend) (as defined under the Equity Definitions) during the Relevant Dividend Period (a “Cash Dividend”). Consequences of Cash Dividend: The declaration by the Issuer of any Cash Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable judgment, constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction. Method of Adjustment: Calculation Agent Adjustment Relevant Dividend Period: For each Transaction, the period from, and including, the Trade Date for such Transaction to, and including, the Relevant Dividend Period End Date for such Transaction. Relevant Dividend Period End Date: For each Transaction, if the Number of Shares to be Delivered for such Transaction is negative, the last day of the Settlement Valuation Period; otherwise, the Termination Date for such Transaction.
Potential Adjustment Event. Section 11.2(e) of the 2002 Definitions is hereby amended by deleting clause (iii) thereof.
Potential Adjustment Event. Method of Adjustment: For purposes hereof, the definition of “Potential Adjustment Event” shall not include clause (iii) thereof. Calculation Agent Adjustment, subject to the provisions set forth in clause (b) under “Acceleration Events” below. Notwithstanding anything in the 2002 Definitions to the contrary, the Calculation Agent may make an adjustment pursuant to Calculation Agent Adjustment to any one or more of the Base Amount, the Forward Price and any other variable relevant to the settlement or payment terms of this Transaction to account for the diluting or concentrative effect of the applicable Potential Adjustment Event on the theoretical value of the Shares.
Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. Extraordinary Dividend: For any fiscal quarter occurring (in whole or in part) during the period from and including the first day of the Initial Hedge Period to and including the Scheduled Valuation Date, any dividend or distribution on the Shares with an ex-dividend date occurring both (i) during such fiscal quarter and
Potential Adjustment Event. Following the declaration by the Issuer of the terms of any Potential Adjustment Event, a Warrantholder with respect to Warrants held by such Warrantholder shall determine whether such Potential Adjustment Event has a material effect on the theoretical value of the Shares or the Warrants and, if so, shall (i) make to each Warrant outstanding appropriate adjustment(s), if any, to any one or more of the Exercise Price, the Warrant Entitlement and the Expiration Date and, in each case, any other variable relevant to the exercise, settlement, payment or other terms of the Warrant as such Warrantholder determines appropriate to account for that effect (which, for the avoidance of doubt, may be different for each Warrant then outstanding) and (ii) determine the effective date(s) of the adjustment(s). In addition to the foregoing adjustment(s), such Warrantholder may, but need not, make adjustments to any Warrant to account for volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to such Warrant as a result of such Potential Adjustment Event. Such Warrantholder may (but need not) determine the appropriate adjustment(s) by reference to the adjustment(s) in respect of such Potential Adjustment Event made by an options exchange to options on the Shares traded on such options exchange. Notwithstanding the foregoing, the Warrantholders shall not be permitted to increase the Warrant Entitlement of their Warrants pursuant to this Section 4.01.
Potential Adjustment Event. If a Potential Adjustment Event occurs, then the terms of the Transaction will be subject to Calculation Agent Adjustment.
Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. It shall constitute a Potential Adjustment Event if a Disrupted Day occurs or, pursuant to Section 10 below, is deemed to occur (in whole or in part) on any Trading Day on or prior to the Valuation Date. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring during the period from, and including, the Trade Date to, and including, the last day of the Calculation Period (other than any dividend or distribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the Equity Definitions). Method of Adjustment: Calculation Agent Adjustment EXTRAORDINARY EVENTS: Consequences of Merger Events: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration Share-for-Combined: Component Adjustment Tender Offer: Applicable Consequences of Tender Offers: Share-for-Share: Modified Calculation Agent Adjustment Share-for-Other: Modified Calculation Agent Adjustment Share-for-Combined: Modified Calculation Agent Adjustment New Shares: In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) thereof shall be deleted in its entirety (including the word “and” following such clause (i)) and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”. For purposes of the Transaction,
Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, an Extraordinary Dividend shall not constitute a Potential Adjustment Event. Extraordinary Dividend: For any fiscal quarter occurring (in whole or in part) during the period from and including the first day of the Calculation Period to and including the Scheduled Valuation Date, any dividend or distribution on the Shares with an ex-dividend date occurring both (i) during such fiscal quarter and (ii) prior to the Scheduled Valuation Date (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) or (B) of the Equity Definitions) (a “Dividend”) that is either (i) a non-regularly scheduled Divided or (ii) the amount or value of which (as reasonably determined by the Calculation Agent) exceeds the Ordinary Dividend Amount.
Potential Adjustment Event. Notwithstanding anything to the contrary in Section 11.2(e) of the Equity Definitions, each of (i) an Extraordinary Dividend, Confidential Treatment Requested by Broadcom Corporation — #6
