Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.
Debt, Asset or Security Distributions. In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distributions referred to in Section 7(i)(a), 7(i)(b), 7(i)(c), 7(i)(d) or 7(ii)), the Conversion Price shall be decreased by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination less the then Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the Business Day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution.
Debt, Asset or Security Distributions. (1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of capital stock, securities, cash or property (but excluding any dividend or distribution referred to in paragraph (a)(i) of this Section 5.05, any rights, options, warrants or other securities referred to in paragraph (a)(ii) of this Section 5.05, any dividend or distribution paid exclusively in cash referred to in paragraph (a)(v) of this Section 5.05, and any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next subparagraph), each Fixed Settlement Rate shall be increased by multiplying each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders of the Company entitled to receive such distribution by a fraction, (x) the numerator of which shall be the Current Market Price and (y) the denominator of which shall be the Current Market Price on the date fixed for such determination less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock, such adjustment to become effective immediately after the opening of business on the day following the date fixed for the determination of shareholders of the Company entitled to receive such distribution. In any case in which this paragraph (a)(iv)(1) is applicable, paragraph (a)(iv)(2) of this Section 5.05 shall not be applicable.
Debt, Asset or Security Distributions. (1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any rights, options, warrants or other securities referred to in paragraph (a)(ii) of this Section 5.04, any dividend or distribution paid exclusively in cash referred to in paragraph (a)(v) of this Section 5.04, any dividend, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next subparagraph, and any dividend or distribution referred to in paragraph (a)(i) of this Section 5.04), each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor shall be increased by dividing each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Price on the date fixed for such determination less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be such Current Market Price, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this paragraph (a)(iv)(1) is applicable, paragraph (a)(iv)(2) of this Section 5.04 shall not be applicable.
Debt, Asset or Security Distributions. (1) In case the Company shall distribute to all or substantially all holders of its Common Stock, by dividend or otherwise, evidences of its indebtedness, assets (including cash) or securities, but excluding any dividend or distribution referred to in Section 5.04(a)(i), any rights, options, warrants or other securities referred to in Section 5.04(a)(ii), any dividend or distribution paid exclusively in cash referred to in Section 5.04(a)(v), or any Spin-Off to which the provisions in this Section 5.04(a)(iv) shall apply, each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor in effect at 5:00 p.m., New York City time, on the record date fixed for the determination of stockholders of the Company entitled to receive such distribution shall be increased by dividing each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor by a fraction of which (a) the numerator shall be the Current Market Price of the Common Stock minus the Fair Market Value, on the record date for such distribution, of the portion of the evidences of its indebtedness, assets (including cash) or securities so distributed applicable to one share of Common Stock, and (b) the denominator shall be such Current Market Price of the Common Stock.
Debt, Asset or Security Distributions. In the event that the Company shall distribute to all holders of its Common Units evidences of its indebtedness, assets or securities (but excluding any distribution of options, warrants or other rights referred to in Section 5.9(b)(vii)(E)(II), any distribution paid exclusively in cash, any distribution of any class or series of Company Interests, or of similar equity interests of or relating to a Subsidiary or other business unit in the case of a Spin-Off, or any distribution referred to in Section 5.9(b)(vii)(E)(I)), the Series A Conversion Price shall be reduced by multiplying the Series A Conversion Price in effect immediately prior to the close of business on the Record Date for such distribution by a fraction, (x) the numerator of which shall be the Market Value minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) of the portion of the assets or evidences of indebtedness so distributed applicable to one Common Unit, and (y) the denominator of which shall be the Market Value on the Record Date, such adjustment to become effective immediately prior to the opening of business on the day following the Record Date for such distribution. In any case in which this Section 5.9(b)(vii)(E)(IV) is applicable, Section 5.9(b)(vii)(E)(V) shall not be applicable.
Debt, Asset or Security Distributions. (1) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock evidences of its indebtedness, assets (including cash) or securities (but excluding any rights, options, warrants or other securities referred to in paragraph (a)(ii) of this Section 5.04, any dividend or distribution paid exclusively in cash referred to in paragraph (a)(v) of this Section 5.04 and any dividend or distribution of, shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in the next subparagraph or dividend or distribution referred to in paragraph (a)(i) of this Section 5.04), each Fixed Settlement Rate shall be increased by dividing each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, (A) the numerator of which shall be the Current Market Price on the date fixed for such determination less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets, securities or evidences of indebtedness so distributed applicable to one share of Common Stock and (B) the denominator of which shall be such Current Market Price, such adjustment to become effective immediately after the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this paragraph (a)(iv)(1) is applicable, paragraph (a)(iv)(2) of this Section 5.04 shall not be applicable. For the avoidance of doubt, if any dividend or distribution described in this paragraph (iv) is declared but not so paid or made, the new Fixed Settlement Rate shall be readjusted to the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared upon the failure to pay or make such dividend or distribution.
