Delta Airlines 2003 Annual Report Download - page 222

(i) the numerator shall be the sum of (x) the fair market
value (determined as aforesaid) of the aggregate consideration payable
to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender or exchange offer) of all shares validly
tendered or exchanged and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as
the "Purchased Shares") and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) as of the
Expiration Time and the Current Market Price of a share of the Common
Stock on the trading day next succeeding the Expiration Time; and
(ii) the denominator shall be the number of shares of
Common Stock outstanding (including any Purchased Shares) as of the
Expiration Time multiplied by the Current Market Price of a share of
Common Stock on the trading day next succeeding the Expiration Time,
such adjustment to be effective immediately before the opening of business on
the day following the Expiration Time. If the Company is obligated to purchase
shares pursuant to any such tender or exchange offer, but the Company is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Rate shall again be adjusted to be
the Conversion Rate which would then be in effect if such tender or exchange
offer had not been made. If the application of this Section 11.05(f) to any
tender offer would result in a decrease in the Conversion Rate, no adjustment
shall be made for such tender offer under this Section 11.05(f).
(g) For purposes of this Section 11.05, the following terms shall have
the meaning indicated:
(1) "Current Market Price" means the average of the daily
closing prices per share of Common Stock for, unless otherwise
specified herein, the 10 consecutive trading days immediately prior to
the date in question; provided, however, that if:
(A) the "ex" date (as hereinafter defined) for
any event (other than the issuance or distribution requiring
such computation) that requires an adjustment to the
Conversion Rate pursuant to Sections 11.05(a), (b), (c), (d),
(e) or (f) occurs during such 10 consecutive trading days, the
closing price for each trading day prior to the "ex" date for
such other event shall be adjusted by multiplying such closing
price by the reciprocal of the fraction by which the
Conversion Rate is so required to be adjusted as a result of
such other event;
(B) the "ex" date for any event (other than the
issuance or distribution requiring such computation) that
requires an adjustment to the Conversion Rate pursuant to
Section 11.05(a), (b), (c), (d), (e) or (f) occurs on or after
the "ex" date for the issuance or distribution requiring such
computation and prior to the day in question, the closing
price for each trading day on and after the "ex" date for such
other event shall be adjusted by multiplying such closing
price by the same fraction by which the Conversion Rate is so
required to be adjusted as a result of such other event; and
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