Delta Airlines 2003 Annual Report Download - page 224

exchange on which such security is traded or, if such security is not listed on
a U.S. national or regional securities exchange, as reported by the Nasdaq
National Market. If such security is not listed for trading on a U.S. national
or regional securities exchange and not reported by the Nasdaq National Market
on the relevant date, the "closing price" shall be the last quoted bid price for
such security in the over-the-counter market on the relevant date as reported by
the National Quotation Bureau or similar organization. If such security is not
so quoted, the "closing price" shall be the average of the mid-point of the last
bid and asked prices for such security on the relevant date from each of at
least three nationally recognized independent investment banking firms selected
by the Company for such purpose.
(3) "fair market value" shall mean the amount which a
willing buyer would pay a willing seller in an arm's length transaction.
(4) "Record Date" shall mean, with respect to any
dividend, distribution or other transaction or event in which the holders of
Common Stock have the right to receive any cash, securities or other property or
in which the Common Stock (or other applicable security) is exchanged for or
converted into any combination of cash, securities or other property, the date
fixed for determination of stockholders entitled to receive such cash,
securities or other property (whether such date is fixed by the Board of
Directors or by statute, contract or otherwise).
(5) "trading day" shall mean (x) if the applicable
security is listed or admitted for trading on the New York Stock Exchange or
another U.S. national or regional securities exchange, a day on which the New
York Stock Exchange or such other U.S. national or regional securities exchange
is open for business or (y) if the applicable security is quoted on the Nasdaq
National Market, a day on which trades may be made thereon, or (z) if the
applicable security is not so listed, admitted for trading or quoted, any
business day (as defined herein).
(h) The Company may make such increases in the Conversion Rate, in
addition to those required by Sections 11.05(a), (b), (c), (d), (e) or (f), as
the Board of Directors considers to be advisable to avoid or diminish any
potential income tax liability to holders of Common Stock or rights to purchase
Common Stock which may result from any dividend or distribution of stock (or
rights to acquire stock) or from any event treated as such for income tax
purposes.
The Company from time to time may, to the extent permitted by law,
increase the Conversion Rate by any amount for any period of at least 20 days,
if the Board of Directors has made a determination that such increase would be
in the Company's best interests, which determination shall be conclusive and
described in a resolution of the Board of Directors. The increase in Conversion
Rate shall be irrevocable during this period. Whenever the Conversion Rate is
increased pursuant to the preceding sentence, the Company shall mail to the
Holders at his or her last address appearing on the Register maintained for that
purpose a notice of the increase at least 15 days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.
(i) No adjustment in the Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate then in effect; provided, however, that any adjustments which by
reason of this Section 11.05(j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All
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