Common use of Tender or Exchange Offers Clause in Contracts

Tender or Exchange Offers. If the Company or any of its subsidiaries shall, after the date of this Agreement, make a payment in respect of a tender or exchange offer for the Common Stock (other than a tender offer solely to holders of fewer than 100 shares of Common Stock), and the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be conclusive), of any other consideration included in the payment per share of Common Stock exceeds the Then-Current Market Price for the five consecutive Trading Day period commencing on the Trading Day next succeeding the last day on which tenders or exchanges may be made pursuant to such tender or exchange offer, then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, (i) the numerator of which shall be the sum of (A) the aggregate cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be conclusive), on the expiration date, of the other consideration paid or payable for shares accepted for purchase or exchange in such tender or exchange offer, plus (B) the product of (x) the Then-Current Market Price per share of Common Stock for the five consecutive Trading Day period commencing on the Trading Day next succeeding the expiration date (such period, the “Tender Offer Valuation Period”), multiplied by (y) the number of shares of Common Stock outstanding immediately after the time (the “Expiration Time”) such tender or exchange offer expires (after giving effect to such tender offer or exchange offer), and (ii) the denominator of which shall be such Then-Current Market Price per share of Common Stock for the Tender Offer Valuation Period multiplied by the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer). If the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(f).

Tender or Exchange Offers. If the Company or any of its subsidiaries shall, after the date of this Agreement, make a payment in respect of a tender or exchange offer for the Common Stock (other than a tender offer solely to holders of fewer than 100 shares of Common Stock), and the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be conclusive), of any other consideration included in the payment per share of Common Stock exceeds the Then-Current Market Price for the five consecutive Trading Day period commencing on the Trading Day next succeeding the last day on which tenders or exchanges may be made pursuant to such tender or exchange offeroffer (such period, the “Tender Offer Valuation Period”), then the Exchange Rate will be multiplied by a Dilution Adjustment equal to a fraction, (i) the numerator of which shall be the sum of (A) the aggregate cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be conclusive), on the expiration date, of the other consideration paid or payable for shares accepted for purchase or exchange in such tender or exchange offer, plus (B) the product of (x) the Then-Current Market Price per share of Common Stock for the five consecutive Trading Day period commencing on the Trading Day next succeeding the expiration date (such period, the “Tender Offer Valuation Period”), multiplied by (y) the number of shares of Common Stock outstanding immediately after the time (the “Expiration Time”) such tender or exchange offer expires (after giving effect to such tender offer or exchange offer), and (ii) the denominator of which shall be such Then-Current Market Price per share of Common Stock for the Tender Offer Valuation Period multiplied by the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer). If the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(f).

Tender or Exchange Offers. If the The Company or any subsidiary of its subsidiaries shall, after the date of this Agreement, make Company makes a payment in respect of a tender or exchange offer for the Common Stock (other than a tender offer solely to holders of fewer than 100 shares of Common Stock), and Stock where the cash and the value (as determined by a nationally recognized independent investment banking firm retained for this purpose by the Administrator, whose determination shall be conclusive), of any other consideration included in the payment per share exceeds the closing sales price of the Common Stock exceeds the Then-Current Market Price for the five consecutive Trading Day period commencing on the Trading Day next succeeding the last trading day on which tenders or exchanges may be made pursuant to such the tender or exchange offeroffer (as it may be amended) (the “Offer Expiration Time”), then the Exchange Rate will Conversion Price shall be multiplied decreased so that the same shall equal the price determined by a Dilution Adjustment equal multiplying the Conversion Price in effect immediately prior to the Offer Expiration Time by a fraction, (ia) the numerator of which shall be the number of shares of Common Stock outstanding (including any tendered or exchanged shares) at the Offer Expiration Time multiplied by the closing sales price of the Common Stock on the trading day upon which the Offer Expiration Time occurs, and (b) the denominator of which shall be the sum of (Ai) the aggregate cash and the fair market value (as determined by in good faith on a nationally recognized independent investment banking firm retained for this purpose reasonable basis by the AdministratorBoard of Directors, whose determination shall be conclusive), ) of the aggregate consideration payable to holders of Common Stock based on the expiration date, acceptance (up to any maximum specified in the terms of the other consideration paid or payable for shares accepted for purchase or exchange in such tender or exchange offer, plus ) of all shares of Common Stock validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (Bthe shares deemed so accepted up to any such maximum being referred to as the “Purchased Shares”) and (ii) the product of (x) the Then-Current Market Price per share of Common Stock for the five consecutive Trading Day period commencing on the Trading Day next succeeding the expiration date (such period, the “Tender Offer Valuation Period”), multiplied by (y) the number of shares of Common Stock outstanding immediately after (less any Purchased Shares) at the time (Offer Expiration Time and the “Expiration Time”) such tender or exchange offer expires (after giving effect to such tender offer or exchange offer), and (ii) closing sales price of the denominator of which shall be such Then-Current Market Price per share of Common Stock for on the Tender trading day on which the Offer Valuation Period multiplied by the number of shares of Common Stock outstanding Expiration Time occurs, such adjustment to become effective immediately prior to the opening of business on the day following the Offer Expiration Time (prior to giving effect to such tender offer or exchange offer). If the application of the foregoing formula would result in a decrease in the Exchange Rate, no adjustment to the Exchange Rate will be made. The Appreciation Threshold Price and Initial Price shall also be adjusted in the manner described in Section 6.1(f)Time.