Common use of Certain Issuances of Common Stock or Convertible Securities Clause in Contracts

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) Exercise Price, then, in such event: (A1) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date and (IIy) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities)Exercise Price; and (B2) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock Warrant Shares issuable upon exercise of this Warrant immediately after the adjustment described in clause (A1) above. (3) For purposes of the foregoing, “Permitted Transactions” shall mean issuances (x) as consideration for (but not to fund) the acquisition of businesses and/or related assets or (y) in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by the Board. Any adjustment made pursuant to this Section 2.1(c) shall become effective immediately upon the date of such issuance.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (Ai) of this Section 13 13(B) is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) 1. the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) 2. the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A1) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall at any time or from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable for shares of Common Stock (collectively, a “conversion”) for shares of Common Stock) )), including through distributions on outstanding securities (collectively, “convertible securitiesConvertible Securities”) (other than in Permitted Transactions (as defined below) or a transaction transactions to which subsection (Athe adjustments set forth in Section 12(i) of this Section 13 is are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market highest then applicable Exercise Price determined as of (the date of such issuance, the agreement on pricing such shares (or such convertible securities“Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities Convertible Securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertConvertible Securities) would purchase at the Average Market Price determined as of Common Stock immediately prior to the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) aboveabove (disregarding whether or not this Warrant is exercisable by its terms at such time).

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 2 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Average Market Price determined as of on the last trading day preceding the date of the agreement on pricing establishing the price (or the relevant date for establishing such price set forth in such agreement) such shares (or such convertible securities) then, in such event: (Ai) the number of shares of Warrant Shares Stock issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing establishing the price (or the relevant date for establishing such price set forth in such agreement) of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bb) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date and (IIy) the number of shares of Common Stock which that the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of on the last trading day preceding the date of the agreement on pricing establishing the price (or the relevant date for establishing such price set forth in such agreement) such shares (or such convertible securities); and (Bii) the Exercise Warrant Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Warrant Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (Ai) above.

Certain Issuances of Common Stock or Convertible Securities. If If, on or prior to the two (2)-year anniversary of the Original Issuance Date, the Company shall issue issues shares of Common Stock (or rights or warrants or other securities (whether debt or equity) exercisable or convertible into or exchangeable (collectivelycollectively for purpose of this clause (viii), a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions Excluded Issuances (as defined below) or a transaction to which subsection (ASection 11(a)(i), Section 11(a)(ii), Section 11(a)(iv) of this or Section 13 is applicable11(a)(v) applies) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% the Conversion Price in effect immediately prior to the execution of the Average Market Price determined as of the date of the definitive agreement on pricing such shares (or such convertible securities) then, in such event: , the Conversion Rate shall be increased based on the following formula: CR1 = CR0 x [(AA + B) / (A + C)] CR0 = the number of Warrant Shares issuable upon the exercise of this Warrant Conversion Rate in effect immediately prior to the date execution of the definitive agreement on pricing of such shares (or of such convertible securities) CR1 = the Conversion Rate in effect immediately after the execution of the definitive agreement on pricing of such shares (the “Initial Number”or of such convertible securities) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) A = the number of shares of Common Stock of the Company outstanding on such date and prior to the issuance of additional shares (ytreating for this purpose as outstanding all shares of Common Stock issuable upon conversion of all convertible securities of the Company) B = the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (B) the denominator of which shall be the sum of (I) C = the number of shares of Common Stock outstanding on (or into which such date and (IIconvertible securities may be converted) the number of that would have been issued assuming such additional shares of Common Stock which had been issued or deemed issued at a price per share of Common Stock equal to the Conversion Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock so to be issued (or into which such convertible securities may be exercised or convertconverted) would purchase at by the Average Market Conversion Price determined as immediately prior to the execution of the date of the definitive agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above).

Certain Issuances of Common Stock or Convertible Securities. If the Company shall at any time or from time to time issue shares of Common Stock (or rights or warrants or any other securities or rights exercisable or convertible into or exchangeable for shares of Common Stock (collectively, a “conversion”) for shares of Common Stock) )), including through distributions on outstanding securities (collectively, “convertible securitiesConvertible Securities”) (other than in Permitted Transactions (as defined below) or a transaction transactions to which subsection (Athe adjustments set forth in Section 12(i) of this Section 13 is are applicable) ), without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market highest then applicable Exercise Price determined as of (the date of such issuance, the agreement on pricing such shares (or such convertible securities“Pricing Date”) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (AI) the numerator of which shall be the sum of (x) the number of shares of Common Stock of outstanding immediately prior to the Company outstanding on such date Pricing Date and (y) the number of additional shares of Common Stock issued (or into which convertible securities Convertible Securities may be exercised or convertconverted) and (BII) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date immediately prior to the Pricing Date and (IIy) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration receivable by the Company for the total number Aggregate Consideration in respect of such issuance of shares of Common Stock so issued (or into which convertible securities may be exercised or convertConvertible Securities) would purchase at (1) in the Average case of an issuance other than in connection with a Strategic Transaction, the Market Price determined of Common Stock immediately prior to the Pricing Date, and (2) in the case of an issuance in connection with a Strategic Transaction, the 30-day VWAP as of the date of the agreement on pricing such shares (or such convertible securities)Pricing Date; and (B) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) Pricing Date by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately prior to the adjustment pursuant to clause (A) above (disregarding whether or not this Warrant was exercisable by its terms at such date time), and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant in full immediately after the adjustment described in pursuant to clause (A) aboveabove (disregarding whether or not this Warrant is exercisable by its terms at such time).

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.. ​

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue or sell any shares of Common Stock (or rights or options, rights, warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) or exercisable for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicableExcluded Securities) without consideration or at a consideration per share (or having a conversion price per share) an Aggregate Offering Price that is less than 90% of the Average Current Market Price determined as of Per Common Share on the last trading day preceding the date of the agreement on pricing such shares of Common Stock (or such convertible securities) then), then in each such eventcase: (Ai) the number of Warrant Shares issuable upon exercise of this Warrant thereafter shall be adjusted to equal the product of the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the such record date of the agreement on pricing of such shares (or of such convertible securitiesissuance or sale date, as applicable) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number multiplied by a fraction (A) 0 the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (B) 0 the denominator of which shall be the sum of (I) 0 the number of shares of Common Stock outstanding on such date and (II) 0 the number of shares of Common Stock which that the aggregate consideration receivable by the Company for the total number of such additional shares of Common Stock so issued (or into which convertible securities may be exercised or convertconverted) would purchase at a price per share equal to the Average Current Market Price determined as of the Per Common Share on such record date of the agreement on pricing such shares (or such convertible securitiesissuance or sale date, as applicable); and (Bii) the Exercise Price payable upon exercise of the Warrant thereafter shall be adjusted by multiplying such to equal the product of the Exercise Price in effect immediately prior to the such record date of the agreement on pricing of such shares (or of such convertible securitiesissuance or sale date, as applicable) multiplied by a fraction, fraction (A) the numerator of which shall be the number of shares of Common Stock Warrant Shares issuable upon the exercise of this Warrant immediately prior to such record date (or issuance or sale date, as applicable) and (B) the denominator of which shall be the number of shares of Common Stock Warrant Shares issuable upon the exercise of this Warrant immediately following such record date (or issuance or sale date, as applicable). Any adjustment made pursuant to this paragraph 8(b) shall become effective immediately after the adjustment described in clause applicable record date (A) aboveor, if no record date is used, after the issuance or sale date).

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities (whether debt or equity) exercisable or convertible into or exchangeable for (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) Excluded Issuances or a transaction to which subsection (ASection 12(f)(i)(1) of this Section 13 is applicableor 12(f)(i)(2) applies) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market greater of (i) the Last Reported Sale Price determined as and (ii) VWAP, in each case, immediately prior to the execution of the date of the definitive agreement on pricing such shares (or such convertible securities) then, in such event: (A) , the number of Warrant Shares issuable upon Conversion Rate will be adjusted based on the exercise of this Warrant following formula: where: CR0 = the Conversion Rate in effect immediately prior to the date execution of the definitive agreement on pricing of such shares (or of such convertible securities) ); CR1 = the Conversion Rate in effect immediately after the execution of the definitive agreement on pricing such shares (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator or of which shall be the sum of (x) such convertible securities); OS0 = the number of shares of Common Stock of the Company outstanding on such date and immediately prior to the issuance of additional shares (y) treating for this purpose as outstanding all shares of Common Stock issuable upon conversion or exercise of all convertible securities of the Company); OS1 = the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) converted); and (B) the denominator of which shall be the sum of (I) OS2 = the number of shares of Common Stock outstanding on (or into which such date and (IIconvertible securities may be exercised or converted) the number of that would have been issued assuming such additional shares of Common Stock which had been issued or deemed issued at a price per share of Common Stock equal to 90% of the Last Reported Sale Price (such amount determined by dividing the aggregate consideration receivable by the Company for the total number of shares of Common Stock so to be issued (or into which such convertible securities may be exercised or convertconverted) would purchase at the Average Market Price determined as by 90% of the date Last Reported Sale Price immediately prior to the execution of the definitive agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above).

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue any shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) Convertible Securities (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 13(A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of on the last Trading Day preceding the date of the agreement on pricing such shares (or such convertible securitiesConvertible Securities) then, in such event: (Ai) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securitiesConvertible Securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities Convertible Securities may be exercised or convertconverted) and (Bb) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities Convertible Securities may be exercised or convert) would purchase at the Average Market Price determined as of on the last Trading Day preceding the date of the agreement on pricing such shares (or such convertible securitiesConvertible Securities); and (Bii) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securitiesConvertible Securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (Ai) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 4.01(a), 4.01(c) of this Section 13 or 4.01(e) is applicable) without consideration or at a consideration per share in the case of Common Stock (or, in the case of rights, warrants or other securities, having a conversion price per share) that is less than 9095% of the Average Market Price determined as of on the last Trading Day preceding the date of on which the agreement on pricing such shares (relevant sales price, conversion price or such convertible securities) exercise price is established then, in such event: (Ai) the number of Warrant Shares issuable upon the exercise of this a Warrant immediately prior to the date of on which the agreement on pricing of such shares (sales price, conversion price or of such convertible securities) exercise price is established (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (Bb) the denominator of which shall be the sum of (Ix) the number of shares of Common Stock outstanding on such date and (IIy) the number of shares of Common Stock which that the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of on the last Trading Day preceding the date of on which the agreement on pricing such shares (sales price, conversion price or such convertible securities)exercise price is established; and (Bii) the Exercise Price payable upon exercise of the a Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of on which the agreement on pricing of such shares (sales price, conversion price or of such convertible securities) exercise price is established by a fraction, the numerator of which shall be the number of shares of Common Stock Warrant Shares issuable upon exercise of this such Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock Warrant Shares issuable upon exercise of this such Warrant immediately after the adjustment described in clause (Ab)(i) above. For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or convertible securities shall be deemed to be equal to the sum of the net offering price (after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such convertible securities into shares of Common Stock; and “Permitted Transactions” shall include issuances (1) as consideration for or to fund the acquisition by the Company of businesses and/or assets constituting a significant part of a business, (2) in connection with employee benefit plans and compensation related arrangements of the Company approved by the Board of Directors, (3) in connection with a broadly marketed offering and sale of Common Stock or convertible securities for cash and (4) upon exercise of rights, warrants or other securities exercisable or convertible into or exchangeable for shares of Common Stock outstanding on the date hereof or in accordance with the terms (whether mandatory or optional) of any security, instrument or agreement outstanding or in effect on the date hereof. Any adjustment made pursuant to this Section 4.01(b) shall become effective immediately upon the date of such issuance.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the #93152712v2 Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) 1. the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) 2. the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); andand ​ ​ (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company Corporation shall issue shares of Class A Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) Stock (collectively, “convertible securities”)) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 4.1 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 9095% of the Average Market Price determined as of on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this each Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Ai) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company Corporation outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convertconverted) and (Bii) the denominator of which shall be the sum of (I1) the number of shares of Common Stock outstanding on such date and (II2) the number of shares of Common Stock which the aggregate consideration receivable by the Company Corporation for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Class A Common Stock issuable upon exercise of this each Warrant prior to such date and the denominator of which shall be the number of shares of Class A Common Stock issuable upon exercise of this each Warrant immediately after the adjustment described in clause (A) above. For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Shares issuable upon exercise of a Warrant shall be made pursuant to this Section 4.2. For purposes of the foregoing, the aggregate consideration receivable by the Corporation in connection with the issuance of such shares of Common Stock or convertible securities shall be deemed to be equal to the sum of the net offering price (after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such convertible securities into shares of Common Stock; consideration other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable) shall be deemed to be the Fair Market Value thereof. Notwithstanding anything to the contrary contained herein, upon the grant of any Dilutive Equity Grants (as defined below), the number of Shares issuable upon the exercise of the Warrants and the Exercise Price shall be adjusted pursuant to this Section 4.2 as though the Corporation had, on the date of grant of such Dilutive Equity Grants, issued shares of Class A Common Stock equal in number to the number of Share Equivalents (as defined below) represented by such Dilutive Equity Grants for no consideration. No further adjustments to the number of Shares issuable upon exercise of the Warrants on the Exercise Price shall be made in respect of the grant, vesting or exercise of such Dilutive Equity Grants.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities) then, in such event: (A) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (A) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (B) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Average Market Price determined as of the date of the agreement on pricing such shares (or such convertible securities); and (B) the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock ​ issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.

Certain Issuances of Common Stock or Convertible Securities. If the Company shall issue any shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) Convertible Securities (other than in Permitted Transactions (as defined below) or a transaction to which subsection (ASection 13(A) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Average Market Price determined as of on the last Trading Day preceding the date of the agreement on pricing such shares (or such convertible securitiesConvertible Securities) then, in such event: (Ai) the number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securitiesConvertible Securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (Aa) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities Convertible Securities may be exercised or convertconverted) and (Bb) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities Convertible Securities may be exercised or convert) would purchase at the Average Market Price determined as of on the last Trading Day preceding the date of the agreement on pricing such shares (or such convertible securitiesConvertible Securities); and (Bii) the Exercise Price payable upon exercise of the this Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securitiesConvertible Securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (Ai) above.. For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or Convertible Securities shall be deemed to be equal to the sum of the net offering price (including the Fair Market Value of any non-cash consideration and after deduction of any related expenses payable to third parties) of all