Common use of Self Tender Offers and Exchange Offers Clause in Contracts

Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price in effect at the close of business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) SP0 = the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer and after taking into account the shares purchased pursuant thereto. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board of Directors. In the event that the Corporation, or one of its subsidiaries, is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation, or such subsidiary, is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Corporation Company or any of its subsidiaries Subsidiaries successfully completes a tender or exchange offer for the Class A Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Class A Common Stock exceeds the Closing Price per share of the Class A Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at the close Close of business Business on such immediately succeeding Trading Day will be multiplied the expiration date of the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Closing Price per share of Class A Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer and after taking into account the shares purchased pursuant theretooffer. AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined in good faith by the Board of DirectorsDirectors with respect to such other consideration. Any adjustment made pursuant to this clause (v) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the Trading Day immediately succeeding the expiration of the tender or exchange offer. In the event that the Corporation, Company or one of its subsidiaries, Subsidiaries is obligated to purchase shares of Class A Common Stock pursuant to any such tender offer or exchange offer, but the Corporation, Company or such subsidiary, Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Corporation Company or any of its subsidiaries Subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Market Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Exercise Price will be adjusted by multiplying the Exercise Price in effect at 5:00 p.m., New York City time prior to the close commencement of business on such immediately succeeding Trading Day will be multiplied the offer by the following fraction: OS0 x SP0 AC + (SP0 x OS1) Where, SP0 = the Closing Market Price per share of Common Stock on the Trading Day immediately succeeding the expiration commencement of the tender or exchange offer. OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn. OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer and (after taking into account the shares purchased pursuant theretogiving effect to such tender offer or exchange offer). AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors. Any adjustment made pursuant to this Section 15(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Corporation, Company or one of its subsidiaries, Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation, Company or such subsidiary, Subsidiary is permanently prevented by applicable law Law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Exercise Price shall be readjusted to be such Conversion Exercise Price that would then be in effect if such tender offer or exchange offer had not been made.

Self Tender Offers and Exchange Offers. If the Corporation or any of its subsidiaries Subsidiaries successfully completes a tender or exchange offer for the Common Stock (and does not make the equivalent offer to the Holders of Series B Preferred Stock) where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the last date on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (the “Expiration Date”), then the Conversion Price Rate in effect at immediately before the close of business on such immediately succeeding Trading Day will be multiplied by the following fraction: OS0 x SP0 AC + (SP0 x OS1) OS0 x SP0 Where, SP0 = the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer. such Expiration Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the expiration of the such tender or exchange offer, including any shares validly tendered and not withdrawn. withdrawn in such tender or exchange offer; OS1 = the number of shares of Common Stock outstanding immediately after the expiration of the such tender or exchange offer offer, excluding any shares validly tendered and after taking into account the shares purchased pursuant thereto. not withdrawn in such tender or exchange offer; and AC = the aggregate cash and amount of cash, plus the fair market value of the other consideration all non-cash consideration, payable in the such tender or exchange offer, as determined by the Board Corporation in good faith, for all shares of DirectorsCommon Stock purchased or exchanged in such tender or exchange offer. In Any adjustment made pursuant to this clause (vi) shall become effective immediately after the event close of business on the Trading Day immediately following such Expiration Date. To the extent that the Corporation, or one of its subsidiariesSubsidiaries, is obligated to purchase or exchange shares of Common Stock pursuant to any such tender offer or exchange offer, but the Corporation, or such subsidiarySubsidiary, is permanently prevented by applicable law from effecting any such purchasespurchases or exchanges, or all any of such purchases or exchanges are rescinded, then the Conversion Price Rate shall be readjusted to be such Conversion Price Rate that would then be in effect had the adjustment been made on the basis of only the purchases or exchanges of shares of Common Stock, if any, actually made, and not rescinded, in such tender or exchange offer. For the avoidance of doubt, except as set forth in the preceding sentence, the application of the foregoing formula to any tender offer or exchange offer had shall not been maderesult in a decrease in the Conversion Rate.