Common use of Right or Warrant Issuances Clause in Contracts

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company Designated Issuer shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction the numerator of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price Cap shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest) to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase on the Business Day next following the record date for the determination of holders of Common Stock pursuant entitled to a plan for the reinvestment of dividends receive such rights or interest)warrants, then, in each such case, the Exchange Rate shall be multiplied by the following Dilution Adjustment: a Dilution Adjustment equal to a fraction fraction, of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to on the time the adjustment is effected by reason of record date for the issuance of such rights or warrants, warrants plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Common Stock outstanding immediately prior to on the time record date for the adjustment is effected, plus the number issuance of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at plus (y) the Then-Current Market Price number specified in clause (B) above multiplied by the quotient of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing divided by the product so obtained by Market Price of the Common Stock on the Business Day next following the record date for the determination of holders of Common Stock entitled to receive such Then-Current Market Pricerights or warrants; provided that the Exchange Rate shall not be adjusted to more than one share of Common Stock per Equity Trust Security. To the extent that, after that such rights or warrants expire prior to the expiration Exchange Date and shares of Common Stock are delivered with respect to less than all of such rights or warrants, the shares of Common Stock offered thereby shall not have been deliveredwarrants prior to such expiration, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivereddelivered pursuant to such rights or warrants. For purposes of this Section 6.1(b), dividends will be deemed to be paid as of the record date for such dividend. The Appreciation Threshold Exchange Price and Initial Closing Price shall also be adjusted in the manner described in paragraph (e)c) of this Section 6.1.

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Class A Common Stock entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share less than the Then-Current Market Price of the Class A Common Stock (other than rights to purchase Class A Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the adjustment is effected by reason of resulting from the issuance of such rights or warrantswarrants is effected, plus the number of additional shares of Class A Common Stock offered for subscription or purchase pursuant to such rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the such adjustment is effected, effected plus the number of additional shares of Class A Common Stock which that the aggregate offering price of the total number of shares of Class A Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Class A Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, any of the shares of Class A Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Class A Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(e).

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest)) for the five Trading Days ending on, and including, the Trading Day immediately preceding the ex-dividend date for such issuance, then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to before the time (determined as described below) the adjustment is effected by reason of the issuance of such those rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such those rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to before the time (determined as described below) the adjustment is effectedeffected by reason of the issuance of those rights or warrants, plus the number of additional shares of Common Stock which that the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common StockStock for the five Trading Days ending on, and including the Trading Day immediately preceding the ex-dividend date for such issuance, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent thatFor purposes of this Section 6.1(b), after the expiration of such in determining whether any rights or warrantswarrants entitle the holders to subscribe for or purchase, the shares of or exercise a conversion right for, Common Stock offered thereby shall not have been deliveredat less than the applicable Then-Current Market Price, and in determining the Exchange Rate aggregate exercise or conversion price payable for such Common Stock, there shall be further adjusted to equal taken into account any consideration the Exchange Rate which would have been in effect had such adjustment Company receives for the issuance of such rights or warrants been made upon and any amount payable on exercise or conversion thereof, with the basis value of delivery of only such consideration, if other than cash, to be determined by a nationally recognized independent investment banking firm retained for this purpose by the number of shares of Common Stock actually deliveredAdministrator, whose determination shall be conclusive. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(f).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest) to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase on the Business Day next following the record date for the determination of holders of Common Stock pursuant entitled to a plan for the reinvestment of dividends receive such rights or interest)warrants, then, in each such case, the Exchange Rate shall be multiplied by the following Dilution Adjustment: a Dilution Adjustment equal to a fraction fraction, of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to on the time the adjustment is effected by reason of record date for the issuance of such rights or warrants, warrants plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Common Stock outstanding immediately prior to on the time record date for the adjustment is effected, plus the number issuance of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at plus (y) the Then-Current Market Price number specified in clause (B) above multiplied by the quotient of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing divided by the product so obtained by Market Price of the Common Stock on the Business Day next following the record date for the determination of holders of Common Stock entitled to receive such Then-Current Market Pricerights or warrants. To the extent that, after that such rights or warrants expire prior to the expiration Exchange Date and shares of Common Stock are delivered with respect to less than all of such rights or warrants, the shares of Common Stock offered thereby shall not have been deliveredwarrants prior to such expiration, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivereddelivered pursuant to such rights or warrants. The Appreciation Threshold Exchange Price and Initial Closing Price shall also be adjusted in the manner described in paragraph (ec).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, any of the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company a Designated Issuer shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (Stock, other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for the Reset Period ending on the Reset Date next occurring after such event shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to the time before the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus (B) the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price, and (ii) the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately before the adjustment is effected, plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for the Reset Period ending on the Reset Date next occurring after such event shall be further adjusted to equal the Exchange Rate Starting Value which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company Designated Issuer shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction the numerator of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Class A Common Stock entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share less than the Then-Current Market Price of the Class A Common Stock (other than rights to purchase Class A Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the adjustment is effected by reason of resulting from the issuance of such rights or warrantswarrants is effected, plus the number of additional shares of Class A Common Stock offered for subscription or purchase pursuant to such rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the such adjustment is effected, effected plus the number of additional shares of Class A Common Stock which that the aggregate offering price of the total number of shares of Class A Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Class A Common Stock, which shall be determined by multiplying the total number of shares stock so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, any of the shares of Class A Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Class A Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(e).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest) to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase on the Business Day next following the record date for the determination of holders of Common Stock pursuant entitled to a plan for the reinvestment of dividends receive such rights or interest)warrants, then, in each such case, the Exchange Rate shall be multiplied by the following Dilution Adjustment: a Dilution Adjustment equal to a fraction fraction, of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to on the time the adjustment is effected by reason of record date for the issuance of such rights or warrants, warrants plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Common Stock outstanding immediately prior to on the time record date for the adjustment is effected, plus the number issuance of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at plus (y) the Then-Current Market Price number specified in clause (B) above multiplied by the quotient of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing divided by the product so obtained by Market Price of the Common Stock on the Business Day next following the record date for the determination of holders of Common Stock entitled to receive such Then-Current Market Pricerights or warrants. To the extent that, after that such rights or warrants expire prior to the expiration Exchange Date and shares of Common Stock are delivered with respect to less than all of such rights or warrants, the shares of Common Stock offered thereby shall not have been deliveredwarrants prior to such expiration, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivereddelivered pursuant to such rights or warrants. For purposes of this Section 6.1(b), dividends will be deemed to be paid as of the record date for such dividend. The Appreciation Threshold Exchange Price and Initial Closing Price shall also be adjusted in the manner described in paragraph (ec).

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock Ordinary Shares entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share less than the Then-Current Market Price of the Common Stock Ordinary Shares (other than rights to purchase Common Stock Ordinary Shares pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the time the adjustment is effected by reason of resulting from the issuance of such rights or warrantswarrants is effected, plus the number of additional shares of Common Stock Ordinary Shares offered for subscription or purchase pursuant to such rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the time the such adjustment is effected, effected plus the number of additional shares of Common Stock which Ordinary Shares that the aggregate offering price of the total number of shares of Common Stock Ordinary Shares so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common StockOrdinary Shares, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, any of the shares of Common Stock Ordinary Shares offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock Ordinary Shares actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(e).

Right or Warrant Issuances. If the Company a Designated Issuer shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for the next occurring Reset Date after such event shall be multiplied by a Dilution Adjustment dilution adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus (B) the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price, and (ii) the denominator of which shall be (A) the number of shares of Common Stock outstanding immediately before the adjustment is effected, plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate Starting Value for the calculation of the periodic capped return for the next occurring Reset Date after such event shall be further adjusted to equal the Exchange Rate Starting Value which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest)) at a price per share less than the Then-Reference Market Price of the Common Stock, then, in each such case, the Exchange Rate shall be multiplied by a the following Dilution Adjustment equal to Adjustment: a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrantseffected, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time as of which the adjustment is effected, effected plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Reference Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Reference Market Price. To the extent that, after the expiration that shares of Common Stock are not delivered in connection with exercises of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Upon any such adjustment the Threshold Appreciation Threshold Price, Floor Price and Initial Price Value shall also be adjusted in the manner described in paragraph (eSection 6.1(e).

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all or substantially all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest)) for the five Trading Days ending on, and including, the Trading Day immediately preceding the ex-dividend date for such issuance, then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to before the time (determined as described below) the adjustment is effected by reason of the issuance of such those rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such those rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to before the time (determined as described below) the adjustment is effectedeffected by reason of the issuance of those rights or warrants, plus the number of additional shares of Common Stock which that the aggregate offering price proceeds from the exercise of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common StockStock for the five Trading Days ending on, and including, the Trading Day immediately preceding the ex-dividend date for such issuance, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent thatFor purposes of this Section 6.1(b), after the expiration of such in determining whether any rights or warrantswarrants entitle the holders to subscribe for or purchase, the shares of or exercise a conversion right for, Common Stock offered thereby shall not have been deliveredat less than the applicable Then-Current Market Price, and in determining the Exchange Rate aggregate exercise or conversion price payable for such Common Stock, there shall be further adjusted to equal taken into account any consideration the Exchange Rate which would have been in effect had such adjustment Company receives for the issuance of such rights or warrants been made upon and any amount payable on exercise or conversion thereof, with the basis value of delivery of only such consideration, if other than cash, to be determined by a nationally recognized independent investment banking firm retained for this purpose by the number of shares of Common Stock actually deliveredAdministrator, whose determination shall be conclusive. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(f).

Right or Warrant Issuances. If the Company a Designated Issuer shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock Ordinary Shares entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share less than the Then-Current Market Price of the Common Stock Ordinary Shares (other than rights to purchase Common Stock Ordinary Shares pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate Starting Value for the calculation of the Periodic Capped Return for the next occurring Reset Date after such event shall be multiplied by a Dilution Adjustment dilution adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be (A) the number of shares of Common Stock Ordinary Shares outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock Ordinary Shares which the aggregate offering price of the total number of shares of Common Stock Ordinary Shares so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common StockOrdinary Shares, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price, and (ii) the denominator of which shall be (A) the number of Ordinary Shares outstanding immediately before the adjustment is effected, plus (B) the number of additional Ordinary Shares offered for subscription or purchase pursuant to such rights or warrants. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock Ordinary Shares offered thereby shall not have been delivered, the Exchange Rate Starting Value for the calculation of the periodic capped return for the next occurring Reset Date after such event shall be further adjusted to equal the Exchange Rate Starting Value which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock Ordinary Shares actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be the number of shares of Common Stock outstanding immediately prior to the time the adjustment is effected, plus the number of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Then- Current Market Price. To the extent that, after the expiration of such rights or warrants, the shares of Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (e).

Right or Warrant Issuances. If the Company shall, after the date hereof, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase Class A Common Stock pursuant to a plan for the reinvestment of dividends or interest)) to all holders of Class A Common Stock entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share less than the Market Price of the Class A Common Stock on the Business Day next following the record date for the determination of holders of Class A Common Stock entitled to receive such rights or warrants, then, in each such case, the Exchange Rate shall be multiplied by the following Dilution Adjustment: a Dilution Adjustment equal to a fraction fraction, of which the numerator shall be (A) the number of shares of Class A Common Stock outstanding immediately prior to on the time the adjustment is effected by reason of record date for the issuance of such rights or warrants, warrants plus (B) the number of additional shares of Class A Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Class A Common Stock outstanding immediately prior to on the time record date for the adjustment is effected, plus the number issuance of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at plus (y) the Then-Current Market Price number specified in clause (B) above multiplied by the quotient of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing divided by the product so obtained by Market Price of the Class A Common Stock on the Business Day next following the record date for the determination of holders of Class A Common Stock entitled to receive such Then-Current Market Pricerights or warrants. To the extent that, after that such rights or warrants expire prior to the expiration Exchange Date and shares of Class A Common Stock are delivered with respect to less than all of such rights or warrants, the shares of Common Stock offered thereby shall not have been deliveredwarrants prior to such expiration, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Class A Common Stock actually delivereddelivered pursuant to such rights or warrants. For purposes of this Section 6.1(b), dividends will be deemed to be paid as of the record date for such dividend. The Appreciation Threshold Exchange Price and Initial Closing Price shall also be adjusted in the manner described in paragraph (ec).

Right or Warrant Issuances. If the Company shall, after the date -------------------------- hereof, issue, or declare a record date in respect of an issuance of, rights or warrants (other than rights to purchase Common Stock pursuant to a plan for the reinvestment of dividends or interest) to all holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the Then-Current Market Price of the Common Stock (other than rights to purchase on the Business Day next following the record date for the determination of holders of Common Stock pursuant entitled to a plan for the reinvestment of dividends receive such rights or interest)warrants, then, in each such case, the Exchange Rate shall be multiplied by the following Dilution Adjustment: a Dilution Adjustment equal to a fraction fraction, of which the numerator shall be (A) the number of shares of Common Stock outstanding immediately prior to on the time the adjustment is effected by reason of record date for the issuance of such rights or warrants, warrants plus (B) the number of additional shares of Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Common Stock outstanding immediately prior to on the time record date for the adjustment is effected, plus the number issuance of additional shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at plus (y) the Then-Current Market Price number specified in clause (B) above multiplied by the quotient of the Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing divided by the product so obtained by Market Price of the Common Stock on the Business Day next following the record date for the determination of holders of Common Stock entitled to receive such Then-Current Market Pricerights or warrants. To the extent that, after that such rights or warrants expire prior to the expiration Exchange Date and shares of Common Stock are delivered with respect to less than all of such rights or warrants, the shares of Common Stock offered thereby shall not have been deliveredwarrants prior to such expiration, the Exchange Rate shall be further adjusted readjusted to equal the Exchange Rate which would have been then be in effect had such adjustment adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Common Stock actually delivereddelivered pursuant to such rights or warrants. The Appreciation Threshold Exchange Price and Initial Closing Price shall also be adjusted in the manner described in paragraph (ec).

Right or Warrant Issuances. If the Company shall, after the date hereofof this Agreement, issue, or declare a record date in respect of an issuance of, rights or warrants to all holders of Class A Common Stock entitling them to subscribe for or purchase shares of Class A Common Stock at a price per share less than the Then-Current Market Price of the Class A Common Stock (other than rights to purchase Class A Common Stock pursuant to a plan for the reinvestment of dividends or interest), then, in each such case, the Exchange Rate shall be multiplied by a Dilution Adjustment equal to a fraction fraction, (i) the numerator of which the numerator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the adjustment is effected by reason of resulting from the issuance of such rights or warrantswarrants is effected, plus the number of additional shares of Class A Common Stock offered for subscription or purchase pursuant to such rights or warrants, and (ii) the denominator of which the denominator shall be the number of shares of Class A Common Stock outstanding immediately prior to the time the such adjustment is effected, effected plus the number of additional shares of Class A Common Stock which that the aggregate offering price of the total number of shares of Class A Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Then-Current Market Price of the Class A Common Stock, which shall be determined by multiplying the total number of shares so offered for subscription or purchase by the exercise price of such rights or warrants and dividing the product so obtained by such Then-Current Market Price. To the extent that, after the expiration of such rights or warrants, any of the shares of Class A Common Stock offered thereby shall not have been delivered, the Exchange Rate shall be further adjusted to equal the Exchange Rate which would have been in effect had such adjustment for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Class A Common Stock actually delivered. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in paragraph (eSection 6.1(e).