Common use of Adjustment to Conversion Rate Clause in Contracts

Adjustment to Conversion Rate. The Conversion Rate shall be adjusted, at any time and from time to time while any of the Notes are outstanding, by the Company if any of the following events occur. (a) If the Company issues dividends or makes distributions on Common Stock payable in shares of Common Stock, or if the Company subdivides, combines or reclassifies shares of Common Stock, the Conversion Rate shall be adjusted based on the following formula: CR1 = CR0 × OS1 OS0 where, CR0 = the Conversion Rate in effect immediately prior to the opening of business on the Ex-Date for such dividend or distribution, or immediately prior to the opening of business on the effective date for such subdivision, combination or reclassification, as applicable; CR1 = the Conversion Rate in effect immediately after the opening of business on such Ex-Date or effective date, as applicable; OS0 = the number of shares of Common Stock outstanding immediately prior to such dividend, distribution, subdivision, combination or reclassification; and OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, subdivision, combination or reclassification. Any adjustment made under this Section 10.07(a) shall become effective immediately after the opening of business on the Ex-Date for such dividend or distribution, or immediately after the opening of business on the effective date for such subdivision, combination or reclassification, as applicable. If any dividend or distribution of the type described in this Section 10.07(a) is declared but not so paid or made, or the outstanding shares of Common Stock are not subdivided, combined or reclassified, as the case may be, effective as of the date the Board of Directors or a committee thereof determines not to pay such dividend or distribution or to effect such subdivision, combination or reclassification, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution or subdivision, combination or reclassification had not been declared. (b) If the Company distributes to all holders of shares of Common Stock rights, options or warrants (other than pursuant to a stockholder rights plan, provided that such rights plan provides for the issuance of such rights with respect to the Common Stock issued upon conversion of the Notes) to purchase shares of Common Stock for a period expiring within 60 days after the record date for such distribution at less than the average of the Closing Prices of Common Stock for the five consecutive Trading Days immediately preceding the public announcement of such distribution, the Conversion Rate shall be increased based on the following formula: CR1 = CR0 × OS0 + X OS0 + Y where, CR0 = the Conversion Rate in effect immediately prior to the opening of business on the Ex-Date for such distribution; CR1 = the Conversion Rate in effect immediately after the opening of business on such Ex-Date; OS0 = the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding the Ex-Date for such distribution;