Delta Airlines 2003 Annual Report Download - page 218

(ii) the denominator shall be the number of shares of
Common Stock outstanding at the close of business on such Record Date
plus the number of shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so offered would
purchase at such Current Market Price,
such adjustment shall become effective immediately after the opening of business
on the day following the Record Date fixed for determination of stockholders
entitled to receive such rights or warrants. To the extent that shares of Common
Stock are not delivered pursuant to such rights or warrants, upon the expiration
or termination of such rights or warrants, the Conversion Rate shall be
readjusted to be the Conversion Rate which would then be in effect had the
adjustments made upon the issuance of such rights or warrants been made on the
basis of delivery of only the number of shares of Common Stock actually
delivered. If such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate which would then be in effect
if such date fixed for the determination of stockholders entitled to receive
such rights or warrants had not been fixed. In determining whether any rights or
warrants entitle the Holders to subscribe for or purchase shares of Common Stock
at less than such Current Market Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights or warrants, and any
amount payable upon exercise thereof, with the value of such consideration, if
other than cash, to be determined by the Board of Directors (whose determination
shall be conclusive and described in a resolution of the Board of Directors).
(d) If the Company shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of Capital Stock of the Company
(other than any dividends or distributions to which Section 11.05(a) applies) or
evidences of its indebtedness or other assets (including securities, but
excluding (i) any rights or warrants of a type referred to in Section 11.05(c)
and (ii) dividends and distributions paid exclusively in cash referred to in
Section 11.05(e)) (the foregoing hereinafter in this Section 11.05(d) called the
"Securities"), then, in each such case, the Conversion Rate shall be increased
so that the same shall be equal to the rate determined by multiplying the
Conversion Rate in effect immediately prior to the close of business on such
Record Date (as defined in Section 11.05(g)) with respect to such distribution
by a fraction of which:
(i) the numerator shall be such Current Market Price on
such Record Date; and
(ii) the denominator shall be the Current Market Price
(determined as provided in Section 11.05(g)) on such Record Date less
the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the
Board of Directors), on such Record Date of the portion of the
Securities so distributed applicable to one share of Common Stock,
such increase to become effective immediately after the opening of business on
the day following the Record Date; provided, however, that in the event the then
fair market value (as so determined) of the portion of the Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Holder shall have the
right
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