Delta Airlines 2003 Annual Report Download - page 223

(C) the "ex" date for the issuance or
distribution requiring such computation is prior to the day in
question, after taking into account any adjustment required
pursuant to clause (A) or (B) of this proviso, the closing
price for each trading day on or after such "ex" date shall be
adjusted by adding thereto the amount of any cash and the fair
market value (as determined by the Board of Directors in a
manner consistent with any determination of such value for
purposes of Section 11.05(d) or (f), whose determination shall
be conclusive and described in a resolution of the Board of
Directors) of the evidences of indebtedness, shares of Capital
Stock or assets being distributed applicable to one share of
Common Stock as of the close of business on the day before
such "ex" date.
For purposes of any computation under Section 11.05(f), the Current
Market Price on any date shall be deemed to be the average of the daily closing
prices per share of Common Stock for such day and the next two succeeding
trading days; provided, however, that if the "ex" date for any event (other than
the tender offer or exchange offer 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 Expiration Time for the tender or exchange
offer 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.
For purposes of this paragraph, the term "ex" date, when used with
respect to:
(A) any issuance or distribution, means the
first date on which the Common Stock trades regular way on the
relevant exchange or in the relevant market from which the
closing price was obtained without the right to receive such
issuance or distribution;
(B) any subdivision or combination of shares of
Common Stock, means the first date on which the Common Stock
trades regular way on such exchange or in such market after
the time at which such subdivision or combination becomes
effective; and
(C) any tender or exchange offer means the first
date on which the Common Stock trades regular way on such
exchange or in such market after the Expiration Time of such
offer.
Notwithstanding the foregoing, whenever successive adjustments to the
Conversion Rate are called for pursuant to this Section 11.05, such adjustments
shall be made to the Current Market Price as may be necessary or appropriate to
effectuate the intent of this Section 11.05 and to avoid unjust or inequitable
results as determined in good faith by the Board of Directors.
(2) "closing price" with respect to any securities on any
day means the closing sale price per share (or, if no closing sale price is
reported, the average of the bid and asked prices or, if more than one in either
case, the average of the average bid and the average asked prices) on such day
as reported in composite transactions for the principal U.S. securities
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