Delta Airlines 2003 Annual Report Download - page 221

distribution," "Record Date fixed for such determination" and "Record Date"
within the meaning of Section 11.05(a) and for "the date fixed for the
determination of stockholders entitled to receive such rights or warrants," "the
Record Date fixed for the determination of the stockholders entitled to receive
such rights or warrants" and "such Record Date" within the meaning of Section
11.05(c) and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 11.05(a)).
(e) If the Company shall, by dividend or otherwise, distribute cash to
all holders of its Common Stock (excluding any cash that is distributed as part
of a distribution referred to in Section 11.05(d)), then, immediately after the
close of business on the Record Date fixed for such distribution, the Conversion
Rate shall be increased, so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the close of
business on such Record Date by a fraction:
(i) the numerator of which shall be equal to the Current
Market Price on such Record Date; and
(ii) the denominator of which shall be equal to the
Current Market Price on such Record Date less the amount of such
distribution of cash applicable to one share of Common Stock,
such adjustment to be effective immediately after the opening of business on the
day following the Record Date; provided, however, that in the event that the
cash 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 to receive upon conversion of a Note (or any portion thereof) the
amount of cash such Holder would have received had such Holder converted such
Note (or portion thereof) immediately prior to such Record Date. If such
dividend or distribution is not so paid or made, the Conversion Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
dividend or distribution had not been declared.
(f) If a tender or exchange offer (other than the purchase of Notes on
any Purchase Date or as part of a Designated Event) made by the Company or any
of its subsidiaries for all or any portion of the Common Stock expires and such
tender or exchange offer (as amended upon the expiration thereof) requires the
payment to stockholders (based on the acceptance (up to any maximum specified in
the terms of the tender offer) of Purchased Shares (as defined below)) of
consideration per share of Common Stock having a 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 as provided in Section
11.05(g)) as of the last time (the "Expiration Time") tenders or exchanges could
have been made pursuant to such tender or exchange offer (as it may be amended)
that exceeds the Current Market Price (determined as provided in Section
11.05(g)) of a share of Common Stock on the trading day next succeeding the
Expiration Time then, the Conversion Rate shall be increased so that the same
shall equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to close of business on the date of the Expiration Time by a
fraction of which:
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