Common use of Adjustment for Company Tender Offer Clause in Contracts

Adjustment for Company Tender Offer. If, after the Issue Date of the Warrant, the Company or any Subsidiary makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 consecutive Trading Day period commencing on, and including the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), the Exercise Price shall be decreased based on the following formula: R' = the Exercise Price in effect immediately after the Open of Business on the Trading Day immediately following the Expiration Date; R = the Exercise Price in effect immediately prior to the Open of Business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other consideration payable in such tender or exchange offer for shares purchased in such tender or exchange offer, such value to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”); OS = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Price under this Section 2.5 will be made immediately after the Open of Business on the 11th Trading Day following the Expiration Date but will be given effect at the Open of Business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Price, in respect of any exercise during the 10 Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination Date.

Adjustment for Company Tender Offer. If, after the Issue Date of the WarrantNotes are issued, the Company or any Subsidiary makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot offer, by the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of the Company’s Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of its Common Stock exceeds the average of the Closing Sale Prices over the 10 consecutive Trading Day period commencing on, and including Price of a share of its Common Stock on the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”)offer, the Exercise Price shall Conversion Rate will be decreased adjusted by the Company based on the following formula: R' CR1 = CR0 x (AC + (SP1 x OS1)) (SP1 + OS0) where CR0 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on the Trading Day day (before commencement of trading) immediately following the Expiration Date; R = the Exercise Price in effect immediately prior to the Open of Business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other consideration payable in date such tender or exchange offer expires; CR1 = the new Conversion Rate in effect after such tender or exchange offer expires; AC = the aggregate value of all cash and any other consideration (as determined by the Company's Board of Directors) paid or payable for shares the Company’s Common Stock purchased in such tender or exchange offer, such value to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”); OS OS0 = the number of shares of the Company’s Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to date such tender offer or exchange offer)offer expires; OS'= OS1 = the number of shares of the Company’s Common Stock outstanding immediately after the Expiration Time date such tender or exchange offer expires (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and SP SP1 = the average of the Closing Sale Prices of the Company’s Common Stock over for each Trading Day in the 10 consecutive Trading Day period commencing onon the Trading Day following the date such tender or exchange offer expires. The adjustment to the Conversion Rate under this Section 5.10 will occur on the 10th Trading Day from, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Price under this Section 2.5 will be made immediately after the Open of Business on the 11th Trading Day following the Expiration Date but will be given effect at the Open of Business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Price, date such tender or exchange offer expires; provided that in respect of any exercise during the conversion within 10 Trading Days commencing on immediately following, and including, the Trading Day immediately following the Expiration Dateexpiration date of any tender or exchange offer, references within in this Section 2.5 5.10 with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, between the expiration date of such tender or exchange offer and including, the Trading Day following Conversion Date in determining the Expiration Time to, but excluding, the relevant Determination DateConversion Rate.

Adjustment for Company Tender Offer. If, after the Issue Date date of the Warrantthis Agreement, the Company or any Subsidiary makes a payment to subsidiary of the Company pays holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries subsidiaries for shares of Common Stock, Stock to the extent that the offer involves aggregate consideration that, together with (i) any cash and the fair market value of any other consideration included payable in respect of any tender offer by the payment per share Company or any of its subsidiaries for shares of Common Stock consummated within the preceding 12 months not triggering a Settlement Rate adjustment and (ii) all-cash distributions to all or substantially all holders of Common Stock made within the preceding 12 months (other than regular quarterly, semi-annual or annual cash dividends), exceeds the average an amount equal to 10% of the Closing Sale Prices over aggregate market capitalization of the 10 consecutive Trading Day period commencing onCommon Stock on the expiration date of the tender offer, the share components will be adjusted by multiplying them by a fraction, • the numerator of which is the sum of (a) the fair market value, as determined by the Board of Directors, of the aggregate consideration payable based upon the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares of Common Stock validly tendered or exchanged and including the Trading Day immediately following not withdrawn as of the last date on which time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration DateTime”), the Exercise Price shall be decreased based on the following formula: R' = the Exercise Price in effect immediately after the Open of Business on the Trading Day immediately following the Expiration Date; R = the Exercise Price in effect immediately prior to the Open of Business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other consideration payable in such tender or exchange offer for shares purchased in such tender or exchange offer, such value to be measured as of the expiration time of the tender or exchange offer ) (the shares deemed so accepted, up to any such maximum, being referred to as the “Expiration TimePurchased Shares”); OS = ) and (b) the product of (i) the number of shares of Common Stock outstanding immediately prior to (less any Purchased Shares) at the Expiration Time and (prior to giving effect to such tender offer or exchange offer); OS'= ii) the closing price of Common Stock on the Trading Day next succeeding the Expiration Time, and • the denominator of which will be the product of (a) the number of shares of Common Stock outstanding immediately after outstanding, including any Purchased Shares, at the Expiration Time and (after giving effect to such tender offer or exchange offer); and SP = b) the average of the Closing Sale Prices closing price of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Price under this Section 2.5 will be made immediately after the Open of Business on the 11th Trading Day following the Expiration Date but will be given effect at the Open of Business on the Trading Day following next succeeding the Expiration Date. For purposes of determining the Exercise Price, in respect of any exercise during the 10 Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination DateTime.

Adjustment for Company Tender Offer. If, after the Issue Date of the WarrantSecurities, the Company or any Subsidiary makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot offer, by the Company or any of its Subsidiaries subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of the Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 consecutive Trading Day period commencing on, and including Price of a share of Common Stock on the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”)offer, the Exercise Price shall Conversion Rate will be decreased adjusted based on the following formula: R' CR1 = CR0 x (AC + (SP1 x OS1)) (SP1 x OS0) where CR0 = the Exercise Price Conversion Rate in effect immediately after the Open of Business on the Trading Day day immediately following the Expiration Datedate such tender or exchange offer expires; R CR1 = the Exercise Price new Conversion Rate in effect immediately prior to the Open of Business on the Trading Day immediately following the Expiration Dateafter such tender or exchange offer expires; F AC = the aggregate fair market value, value of all cash and any other consideration (as determined by the Board of Directors, of all cash and other consideration ) paid or payable in such tender or exchange offer for shares the Common Stock purchased in such tender or exchange offer, such value to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”); OS OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to date such tender offer or exchange offer)offer expires; OS'= OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time date such tender or exchange offer expires (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); and SP SP1 = the average of the Closing Sale Prices of the Common Stock over for each Trading Day in the 10 consecutive Trading ten-consecutive-Trading-Day period commencing onon the Trading Day following the date such tender or exchange offer expires. The adjustment to the Conversion Rate under this Section 10.10 will occur on the 10th Trading Day from, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Price under this Section 2.5 will be made immediately after the Open of Business on the 11th Trading Day following the Expiration Date but will be given effect at the Open of Business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Price, date such tender or exchange offer expires; provided that in respect of any exercise during the 10 conversion within ten Trading Days commencing on immediately following, and including, the Trading Day immediately following the Expiration Dateexpiration date of any tender or exchange offer, references within this Section 2.5 with respect to 10 ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, between the expiration date of such tender or exchange offer and including, the Trading Day following Conversion Date in determining the Expiration Time to, but excluding, the relevant Determination DateConversion Rate.

Adjustment for Company Tender Offer. If, after the Issue Date date of the this Warrant, the Company or any Subsidiary of its Subsidiaries makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 consecutive Trading Day period commencing on, and including including, the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Tender Offer Expiration Date”), the Exercise Price shall be decreased based on the following formula: R' R1 = R X OS X SP F + (SP X OS'’) where: R1 = the Exercise Price in effect immediately after the Open open of Business business on the Trading Day immediately following the Tender Offer Expiration Date; R = the Exercise Price in effect immediately prior to the Open open of Business business on the Trading Day immediately Date following the Tender Offer Expiration Date; F = the aggregate fair market value, as determined by the Board Company’s board of Directorsdirectors, of all cash and other the aggregate consideration payable in such tender or exchange offer (up to any maximum amount specified in the terms of the tender or exchange offer) for all shares purchased of Common Stock that the Company or any Subsidiary of the Company purchases in such tender or exchange offer, such fair market value to be measured as of the expiration time of the tender or exchange offer (the “Tender Offer Expiration Time”); OS = the number of shares of Common Stock outstanding immediately prior to the Tender Offer Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= OS’ = the number of shares of Common Stock outstanding immediately after the Tender Offer Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Tender Offer Expiration Date. The adjustment to the Exercise Price under this Section 2.5 3.5 will be made immediately after the Open open of Business business on the 11th Trading Day following the Tender Offer Expiration Date but will be given effect at the Open open of Business business on the Trading Day following the Tender Offer Expiration Date. For purposes of determining the Exercise Price, Price in respect of any exercise during the 10 consecutive Trading Days commencing on the Trading Day immediately following the Tender Offer Expiration Date, references within this Section 2.5 3.5 to 10 consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Tender Offer Expiration Time to, but excluding, the relevant Determination DateExercise date.

Adjustment for Company Tender Offer. If, after the Issue Date of the Warrantdate hereof, the Company or any Subsidiary of the Company makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 ten (10) consecutive Trading Day period commencing on, and including including, the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “"Expiration Date”"), the Exercise Conversion Price shall be decreased based on the following formula: R' R1 = R × OS×SP F+(SP×OS') where: R1 = the Exercise Conversion Price in effect immediately after the Open open of Business business on the Trading Day immediately following the Expiration Date; R = the Exercise Conversion Price in effect immediately prior to the Open open of Business business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other the aggregate consideration payable in such tender or exchange offer (up to any maximum amount specified in the terms of the tender or exchange offer) for all shares purchased of Common Stock that the Company or any Subsidiary of the Company purchases in such tender or exchange offer, such fair market value to be measured as of the expiration time of the tender or exchange offer (the “"Expiration Time”"); OS = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= OS' = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 ten (10) consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Conversion Price under the preceding paragraph of this Section 2.5 13.9 will be made immediately after the Open open of Business business on the 11th eleventh (11th) Trading Day following the Expiration Date but will be given effect at the Open open of Business business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Conversion Price, in respect of any exercise conversion during the 10 ten (10) consecutive Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 13.9 to 10 ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination Conversion Date.

Adjustment for Company Tender Offer. If, after the Issue Date date of the WarrantOriginal Agreement, the Company or any Subsidiary of the Company makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 ten (10) consecutive Trading Day period commencing on, and including including, the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “"Expiration Date”"), the Exercise Conversion Price shall be decreased based on the following formula: R' R1 = R × OS×SP F+(SP×OS') where: R1 = the Exercise Conversion Price in effect immediately after the Open open of Business business on the Trading Day immediately following the Expiration Date; R = the Exercise Conversion Price in effect immediately prior to the Open open of Business business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other the aggregate consideration payable in such tender or exchange offer (up to any maximum amount specified in the terms of the tender or exchange offer) for all shares purchased of Common Stock that the Company or any Subsidiary of the Company purchases in such tender or exchange offer, such fair market value to be measured as of the expiration time of the tender or exchange offer (the “"Expiration Time”"); OS = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= OS' = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 ten (10) consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Conversion Price under the preceding paragraph of this Section 2.5 13.8 will be made immediately after the Open open of Business business on the 11th eleventh (11th) Trading Day following the Expiration Date but will be given effect at the Open open of Business business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Conversion Price, in respect of any exercise conversion during the 10 ten (10) consecutive Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 13.8 to 10 ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination Conversion Date.

Adjustment for Company Tender Offer. If, after the Issue Date of the WarrantSecurities, the Company or any Subsidiary of the Company makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 consecutive Trading Day period commencing on, and including including, the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), the Exercise Price Conversion Rate shall be decreased increased based on the following formula: R' where: R1 = the Exercise Price Conversion Rate in effect immediately after the Open open of Business business on the Trading Day immediately following the Expiration Date; R = the Exercise Price Conversion Rate in effect immediately prior to the Open open of Business business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other the aggregate consideration payable in such tender or exchange offer (up to any maximum amount specified in the terms of the tender or exchange offer) for all shares purchased of Common Stock the Company or any Subsidiary of the Company purchases in such tender or exchange offer, such fair market value to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”); OS = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= OS’ = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Price conversion rate under the preceding paragraph of this Section 2.5 9.10 will be made immediately after the Open open of Business business on the 11th Trading Day following the Expiration Date but will be given effect at the Open open of Business business on the Trading Day following the Expiration Date. If the Trading Day following the Expiration Date is less than 10 Trading Days prior to, and including, the end of the Applicable Conversion Reference Period in respect of any conversion, references within this Section 9.10 to 10 Trading Days shall be deemed replaced, for purposes of calculating the affected daily Conversion Rates in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Date to, and including, the last Trading Day of such Applicable Conversion Reference Period. For purposes of determining the Exercise PriceConversion Rate, in respect of any exercise conversion during the 10 Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 9.10 to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination Conversion Date.

Adjustment for Company Tender Offer. If, after the Issue Date date of the WarrantOriginal Agreement, the Company or any Subsidiary of the Company makes a payment to holders of the shares of Common Stock in respect of a tender or exchange offer, other than an odd‑lot odd-lot offer, by the Company or any of its Subsidiaries for shares of Common Stock, to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices over the 10 ten (10) consecutive Trading Day period commencing on, and including including, the Trading Day immediately following the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), the Exercise Conversion Price shall be decreased based on the following formula: R' R1 = R × OS×SP F+(SP×OS’) where: R1 = the Exercise Conversion Price in effect immediately after the Open open of Business business on the Trading Day immediately following the Expiration Date; R = the Exercise Conversion Price in effect immediately prior to the Open open of Business business on the Trading Day immediately following the Expiration Date; F = the aggregate fair market value, as determined by the Board of Directors, of all cash and other the aggregate consideration payable in such tender or exchange offer (up to any maximum amount specified in the terms of the tender or exchange offer) for all shares purchased of Common Stock that the Company or any Subsidiary of the Company purchases in such tender or exchange offer, such fair market value to be measured as of the expiration time of the tender or exchange offer (the “Expiration Time”); OS = the number of shares of Common Stock outstanding immediately prior to the Expiration Time (prior to giving effect to such tender offer or exchange offer); OS'= OS’ = the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and SP = the average of the Closing Sale Prices of Common Stock over the 10 ten (10) consecutive Trading Day period commencing on, and including, the Trading Day immediately following the Expiration Date. The adjustment to the Exercise Conversion Price under the preceding paragraph of this Section 2.5 13.8 will be made immediately after the Open open of Business business on the 11th eleventh (11th) Trading Day following the Expiration Date but will be given effect at the Open open of Business business on the Trading Day following the Expiration Date. For purposes of determining the Exercise Conversion Price, in respect of any exercise conversion during the 10 ten (10) consecutive Trading Days commencing on the Trading Day immediately following the Expiration Date, references within this Section 2.5 13.8 to 10 ten (10) consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day following the Expiration Time to, but excluding, the relevant Determination Conversion Date.