Common use of Debt, Asset or Security Distributions Clause in Contracts

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets shares of capital stock, securities, cash or securities property (but excluding any dividend or distribution referred to in paragraph (a)(i) of this Section 5.05, any rights, options, warrants or other rights securities referred to in paragraph (iia)(ii) of this Section 8(a)5.05, any dividend or distribution paid exclusively in cashcash referred to in paragraph (a)(v) of this Section 5.05, and any dividend or distribution of dividend, shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spin-off Off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price each Fixed Settlement Rate shall be reduced increased by multiplying the Conversion Price each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders shareholders of the Company entitled to receive such distribution by a fraction, (x) the numerator of which shall be the Current Market Value Price and (y) the denominator of which shall be the Current Market Price on the date fixed for such determination minus less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determinationStock, such adjustment to become effective immediately prior to after the opening of business on the day following the date fixed for the determination of stockholders shareholders of the Company entitled to receive such distribution. In any case in which this subparagraph paragraph (iv)(Aa)(iv)(1) is applicable, subparagraph paragraph (iv)(Ba)(iv)(2) of this Section 8(a) 5.05 shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B2) In the case of a Spin-offOff, the Conversion Price each Fixed Settlement Rate in effect immediately prior to before the close of business on the record date fixed for determination of stockholders shareholders of the Company entitled to receive such that distribution shall will be reduced increased by multiplying the Conversion Price each Fixed Settlement Rate by a fraction, (x) the numerator of which shall be is the Market Value on sum of (1) the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) average of the shares (or fractions thereof) Closing Prices of Capital Stock the capital stock or similar equity interests so distributed applicable to one share of Common Stock over the 10 consecutive Trading Day period (the “Relevant Period”) commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such capital stock or securities distributed on the NYSE or such other national or regional exchange or market on which such capital stock or securities are listed or quoted and (2) the average of the Closing Prices of one share of Common Stock over the Relevant Period, and (y) the denominator of which shall be is the Market Valueaverage of the Closing Prices of one share of Common Stock over the Relevant Period. Any adjustment to the Conversion Price Fixed Settlement Rate under this subparagraph paragraph (iv)(Ba)(iv)(2) will occur on the date that is the earlier of (1A) the tenth 10th Trading Day from, and including, the effective date of the Spin-off Off and (2B) the date of the securities being offered in the Initial Public Offering of the securities being distributed in the Spin-offOff, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3Off.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a7(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a7(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus and the denominator of which shall be such Market Value plus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets assets, securities or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determinationStock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a7(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on and the date fixed for such determination minus the fair market value (as determined in good faith by the Board denominator of Directors, whose determination which shall be conclusive and described in a Board Resolution) the Market Value plus the Spin-off Market Value of the portion of those shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the close of business on the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering (if any) of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Company Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a2.01(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a2.01(a)), then the Conversion number of shares of Company Common Stock issuable upon the exercise of each Warrant immediately prior to the close of business on the record date fixed for the determination of stockholders of the Company entitled to receive such distribution shall be increased to a number determined by multiplying the number of shares of Company Common Stock issuable upon the exercise of such Warrant immediately prior to the date fixed for such determination by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination plus the fair market value (as determined in good faith by the Board, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Company Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination; and, in the event of any such adjustment, the Exercise Price shall be reduced by multiplying the Conversion Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus and the denominator of which shall be such Market Value plus the fair market value (as determined in good faith by the Board of DirectorsBoard, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets assets, securities or evidences of indebtedness so distributed applicable to one share of Company Common Stock and the denominator of which Stock. Such adjustments shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a2.01(a)(iv) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion number of shares of Company Common Stock issuable upon the exercise of each Warrant immediately prior to the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such distribution shall be increased to a number determined by multiplying the number of shares of Company Common Stock issuable upon the exercise of such Warrant immediately before the close of business on such date by a fraction, the numerator of which shall be the Market Value plus the Spin-off Market Value of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Company Common Stock, and the denominator of which shall be the Market Value; and, in the event of any such adjustment, the Exercise Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Exercise Price by a fraction, the numerator of which shall be the Market Value on and the date fixed for such determination minus the fair market value (as determined in good faith by the Board denominator of Directors, whose determination which shall be conclusive and described in a Board Resolution) the Market Value plus the Spin-off Market Value of the portion of those shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Company Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price adjustments under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the close of business on the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering (if any) of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off Spinoff referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of rights, options, warrants or other rights securities referred to in paragraph (iia)(ii) of this Section 8(a)5.05, any dividend or distribution paid exclusively in cashcash referred to in paragraph (a)(v) of this Section 5.05, any dividend or distribution of dividend, shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spin-off Off referred to in the next subparagraph, or and any dividend or distribution referred to in paragraph (ia)(i) of this Section 8(a)5.05), the Conversion Price each Fixed Settlement Rate shall be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Value Price on the date fixed for such determination minus less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the such Current Market Value on the date fixed for such determinationPrice, such adjustment to become effective immediately prior to after the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph paragraph (iv)(Aa)(iv)(1) is applicable, subparagraph paragraph (iv)(Ba)(iv)(2) of this Section 8(a) 5.05 shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B2) In the case of a Spin-offOff, the Conversion Price each Fixed Settlement Rate in effect immediately prior to before the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such that distribution shall will be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate by a fraction, the numerator of which shall be is the Current Market Price and the denominator of which is the Current Market Price plus the Fair Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price Fixed Settlement Rate under this subparagraph paragraph (iv)(Ba)(iv)(2) will occur on the date that is the earlier of (1A) the tenth 10th Trading Day from, and including, the effective date of the Spin-off Off and (2B) the date of the securities being offered in the Initial Public Offering of the securities being distributed in the Spin-offOff, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3Off.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-Spin- off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A) In case the Company shallIf we, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock our common stock evidences of its our indebtedness, assets or securities (but excluding any dividend rights, options or distribution of options, warrants or other rights referred to in paragraph (ii2) of this Section 8(a)above, any dividend or distribution paid exclusively in cash, cash referred to in paragraph (5) below or any dividend or distribution of shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spinspin-off referred to in the next subparagraphbelow, or any dividend or distribution referred to in paragraph (i1) of this Section 8(a)above), the Conversion Price shall be reduced by multiplying the Conversion Price each fixed settlement rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution shall be increased by dividing: · each fixed settlement rate by · a fraction, the numerator of which shall be the Market Value current market price on the date fixed for such determination minus less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock our common stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distributioncurrent market price. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of the payment of a Spindividend or other distribution on our common stock of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of ours, which we refer to as a “spin-off, the Conversion Price ,” each fixed settlement rate in effect immediately prior to before the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such that distribution shall will be reduced increased by multiplying the Conversion Price dividing: · each fixed settlement rate by · a fraction, the numerator of which shall be is the Market Value average VWAP over the 10 trading days from and including the third trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the date fixed for NYSE or such determination minus other national or regional exchange or market on which our common stock is then listed or quoted, except as described below, and the denominator of which is such average VWAP plus the fair market value (value, determined as determined in good faith by the Board described below, of Directors, whose determination shall be conclusive and described in a Board Resolution) those shares of the shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Valuecommon stock. Any The adjustment to each fixed settlement rate under the Conversion Price under this subparagraph (iv)(B) preceding paragraph will occur on the date that is the earlier of: · the close of (1) business on the tenth Trading Day from, 10th trading day after the third trading day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which our common stock is then listed or quoted; and including, the effective date of the Spin-off and (2) · the date of the Initial Public Offering securities being offered in the initial public offering of the spin-off, if that initial public offering is effected simultaneously with the spin-off. For purposes of this section, “initial public offering” means the first time securities of the same class or type as the securities being distributed in the spin-off are offered to the public for cash. In the event of a spin-off that is not effected simultaneously with an initial public offering of the securities being distributed in the Spinspin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment fair market value of the securities to the Conversion Price shall be made if the Holders would be entitled distributed to receive such dividend or distribution pursuant to Section 3.holders of our

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a7(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a7(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus and the denominator of which shall be such Market Value plus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determinationStock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a7(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on and the date fixed for such determination minus denominator of which shall be the Market Value plus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A1) In case the Company shallshall distribute to all or substantially all holders of its Common Stock, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets (including cash) or securities (securities, but excluding any dividend or distribution of referred to in Section 5.04(a)(i), any rights, options, warrants or other rights securities referred to in paragraph (ii) of this Section 8(a5.04(a)(ii), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off cash referred to in the next subparagraphSection 5.04(a)(v), or any dividend or distribution referred Spin-Off to which the provisions in paragraph (i) of this Section 8(a))5.04(a)(iv) shall apply, each of the Low Settlement Rate, the Conversion Price shall be reduced by multiplying Minimum Settlement Rate and the Conversion Price Anti-Dilution Factor in effect immediately prior to the close of business at 5:00 p.m., New York City time, on the record date fixed for the determination of stockholders of the Company entitled to receive such distribution shall be increased by dividing each of the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor by a fraction, fraction of which (a) the numerator of which shall be the Current Market Value Price of the Common Stock minus the Fair Market Value, on the record date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directorsdistribution, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness its indebtedness, assets (including cash) or securities so distributed applicable to one share of Common Stock, and (b) the denominator shall be such Current Market Price of the Common Stock. (2) In the case of a Spin-Off, that is, or, when issued, will be, traded or quoted on the New York Stock Exchange or any other U.S. national or regional securities exchange or market, each of the Low Settlement Rate, the Minimum Settlement Rate and the denominator of which shall be the Market Value Anti-Dilution Factor in effect at 5:00 p.m., New York City time, on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the record date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) distribution will be increased by dividing each of this Section 8(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-offLow Settlement Rate, the Conversion Minimum Settlement Rate and the Anti-Dilution Factor by a fraction of which (a) the numerator is the Current Market Price in effect immediately prior to of Common Stock, and (b) the close of business on denominator is the date fixed for determination of stockholders sum of the Company entitled to receive such distribution shall be reduced by multiplying Current Market Price of Common Stock and the Conversion Price by a fractionFair Market Value, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment made pursuant to the Conversion Price under this subparagraph (iv)(BSection 5.04(a)(iv) will occur shall become effective immediately after 5:00 p.m., New York City time, on the record date for such dividend or distribution. In the event that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant described in this Section(a)(iv) is not so made, the Low Settlement Rate, the Minimum Rate and the Anti-Dilution Factor shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to the Low Settlement Rate, the Minimum Settlement Rate and the Anti-Dilution Factor that would then be in effect if such distribution had not been declared. If an adjustment to the Low Settlement rate, the Minimum Settlement Rate and the Anti-Dilution Factor is required under this Section 35.04(a)(iv) during any settlement period in respect of the Purchase Contracts that have been tendered for settlement, delivery of the related settlement consideration will be delayed to the extent necessary in order to complete the calculations provided for in this Section 5.04(a)(iv).

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a7(a), any dividend or distribution paid Table of Contents exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a7(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the such Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a7(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 32. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 32.

Debt, Asset or Security Distributions. (A1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of rights, options, warrants or other rights securities referred to in paragraph (iia)(ii) of this Section 8(a)5.04, any dividend or distribution paid exclusively in cashcash referred to in paragraph (a)(v) of this Section 5.04, any dividend or distribution of dividend, shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spin-off Off referred to in the next subparagraph, or and any dividend or distribution referred to in paragraph (ia)(i) of this Section 8(a)5.04), the Conversion Price each Fixed Settlement Rate shall be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Value Price on the date fixed for such determination minus less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the such Current Market Value on the date fixed for such determinationPrice, such adjustment to become effective immediately prior to after the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph paragraph (iv)(Aa)(iv)(1) is applicable, subparagraph paragraph (iv)(Ba)(iv)(2) of this Section 8(a) 5.04 shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B2) In the case of a Spin-offOff, the Conversion Price each Fixed Settlement Rate in effect immediately prior to before the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such that distribution shall will be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate by a fraction, the numerator of which shall be is the Current Market Price and the denominator of which is the Current Market Price plus the Fair Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price Fixed Settlement Rate under this subparagraph paragraph (iv)(Ba)(iv)(2) will occur on the date that is the earlier of (1A) the tenth 10th Trading Day from, and including, the effective date of the Spin-off Off and (2B) the date of the securities being offered in the Initial Public Offering of the securities being distributed in the Spin-offOff, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3Off.

Debt, Asset or Security Distributions. (A1) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of rights, options, warrants or other rights securities referred to in paragraph (iia)(ii) of this Section 8(a)5.05, any dividend or distribution paid exclusively in cashcash referred to in paragraph (a)(v) of this Section 5.05, any dividend or distribution of dividend, shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spin-off Off referred to in the next subparagraph, or and any dividend or distribution referred to in paragraph (ia)(i) of this Section 8(a)5.05), the Conversion Price each Fixed Settlement Rate shall be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate in effect immediately prior to the close open of business on the ex-date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Current Market Value Price on the Trading Day immediately preceding the ex-date fixed for such determination minus distribution less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the such Current Market Value on the date fixed for such determinationPrice, such adjustment to become effective immediately prior to after the opening open of business on the day following the ex-date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph paragraph (iv)(Aa)(iv)(1) is applicable, subparagraph paragraph (iv)(Ba)(iv)(2) of this Section 8(a) 5.05 shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B2) In the case of a Spin-offOff, the Conversion Price each Fixed Settlement Rate in effect immediately prior to the close open of business on the ex-date fixed for determination of stockholders of the Company entitled to receive such distribution shall will be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate by a fraction, the numerator of which shall be is the Current Market Price and the denominator of which is the Current Market Price plus the Fair Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price Fixed Settlement Rate under this subparagraph paragraph (iv)(Ba)(iv)(2) will occur be determined on the date that is the earlier of the following, but will be given effect as of the open of business on the ex-date for the spin-off: (1A) the tenth 10th Trading Day from, and including, the effective ex-date of the Spin-off Off and (2B) the date of the securities being offered in the Initial Public Offering of the securities being distributed in the Spin-offOff, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3Off.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Company Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a2.01(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a2.01(a)), then the Conversion number of shares of Company Common Stock issuable upon the exercise of each Warrant immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution shall be increased to a number determined by multiplying the number of shares of Company Common Stock issuable upon the exercise of such Warrant immediately prior to the date fixed for such determination by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination plus the fair market value (as determined in good faith by the Board, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Company Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination; and, in the event of any such adjustment, the Exercise Price shall be reduced by multiplying the Conversion Exercise Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus and the denominator of which shall be such Market Value plus the fair market value (as determined in good faith by the Board of DirectorsBoard, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Company Common Stock and the denominator of which Stock. Such adjustments shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a2.01(a)(iv) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3. (B) In the case of a Spin-off, the Conversion number of shares of Company Common Stock issuable upon the exercise of each Warrant immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be increased to a number determined by multiplying the number of shares of Company Common Stock issuable upon the exercise of such Warrant immediately before the close of business on such date by a fraction, the numerator of which shall be the Market Value plus the fair market value (as determined in good faith by the Board, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares of Capital Stock or similar equity interests so distributed applicable to one share of Company Common Stock, and the denominator of which shall be the Market Value; and, in the event of any such adjustment, the Exercise Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Exercise Price by a fraction, the numerator of which shall be the Market Value on and the date fixed for such determination minus denominator of which shall be the Market Value plus the fair market value (as determined in good faith by the Board of DirectorsBoard, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Company Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price adjustments under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3.

Debt, Asset or Security Distributions. (A1) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock evidences of its indebtedness, assets (including cash) or securities (but excluding any dividend or distribution of rights, options, warrants or other rights securities referred to in paragraph (iia)(ii) of this Section 8(a)5.04, any dividend or distribution paid exclusively in cash, cash referred to in paragraph (a)(v) of this Section 5.04 and any dividend or distribution of of, shares of Capital Stock capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary subsidiary or other business unit in the case of a Spin-off Off referred to in the next subparagraph, subparagraph or any dividend or distribution referred to in paragraph (ia)(i) of this Section 8(a)5.04), the Conversion Price each Fixed Settlement Rate shall be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, (A) the numerator of which shall be the Current Market Value Price on the date fixed for such determination minus less the then fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets assets, securities or evidences of indebtedness so distributed applicable to one share of Common Stock and (B) the denominator of which shall be the such Current Market Value on the date fixed for such determinationPrice, such adjustment to become effective immediately prior to after the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph paragraph (iv)(Aa)(iv)(1) is applicable, subparagraph paragraph (iv)(Ba)(iv)(2) of this Section 8(a) 5.04 shall not be applicable. No adjustment For the avoidance of doubt, if any dividend or distribution described in this paragraph (iv) is declared but not so paid or made, the new Fixed Settlement Rate shall be readjusted to the Conversion Price shall Fixed Settlement Rate that would then be made in effect if the Holders would be entitled to receive such dividend or distribution pursuant had not been declared upon the failure to Section 3pay or make such dividend or distribution. (B2) In the case of a Spin-offOff, the Conversion Price each Fixed Settlement Rate in effect immediately prior to before the close of business on the record date fixed for determination of stockholders of the Company entitled to receive such that distribution shall will be reduced increased by multiplying the Conversion Price dividing each Fixed Settlement Rate by a fraction, the (A) numerator of which shall be is the Current Market Price and (B) the denominator of which is the Current Market Price plus the Fair Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of those shares (or fractions thereof) of Capital Stock capital stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market ValueStock. Any adjustment to the Conversion Price Fixed Settlement Rate under this subparagraph paragraph (iv)(Ba)(iv)(2) will occur on the date that is the earlier of (1x) the tenth 10th Trading Day from, and including, the effective date of the Spin-off Off and (2y) the date of the securities being offered in the Initial Public Offering of the securities being distributed in the Spin-offOff, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 3Off.

Debt, Asset or Security Distributions. (A) In case the Company shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distribution of options, warrants or other rights referred to in paragraph (ii) of this Section 8(a7(a), any dividend or distribution paid exclusively in cash, any dividend or distribution of shares of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of a Spin-off referred to in the next subparagraph, or any dividend or distribution referred to in paragraph (i) of this Section 8(a7(a)), the Conversion Price shall be reduced by multiplying the Conversion Price in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Company entitled to receive such distribution by a fraction, the numerator of which shall be the such Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value on the date fixed for such determination, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Company entitled to receive such distribution. In any case in which this subparagraph (iv)(A) is applicable, subparagraph (iv)(B) of this Section 8(a7(a) shall not be applicable. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 32. (B) In the case of a Spin-off, the Conversion Price in effect immediately prior to the close of business on the date fixed for determination of stockholders of the Company entitled to receive such distribution shall be reduced by multiplying the Conversion Price by a fraction, the numerator of which shall be the Market Value on the date fixed for such determination minus the fair market value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of the shares (or fractions thereof) of Capital Stock or similar equity interests so distributed applicable to one share of Common Stock and the denominator of which shall be the Market Value. Any adjustment to the Conversion Price under this subparagraph (iv)(B) will occur on the date that is the earlier of (1) the tenth Trading Day from, and including, the effective date of the Spin-off and (2) the date of the Initial Public Offering of the securities being distributed in the Spin-off, if that Initial Public Offering is effected simultaneously with the Spin-off. No adjustment to the Conversion Price shall be made if the Holders would be entitled to receive such dividend or distribution pursuant to Section 32.